株探米国株
英語
エドガーで原本を確認する

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2025

 

Commission file number: 001-42208

 

3 E Network Technology Group Ltd

(Exact Name of Registrant as Specified in Its Charter)

 

B046 of Room 801, 11 Sixing Street

Huangge Town, Nansha District

Guangzhou, Guangdong Province, PRC

Tel: +86-020-343-29249

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒     Form 40-F ☐

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

 

Yes ☐     No ☒

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

 

 

 


 

EXPLANATORY NOTE

 

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

 

1


 

EXHIBIT INDEX

 

Exhibit
Number
  Description
99.1   Press release dated April 16, 2025
99.2   Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months ended December 31, 2024 and 2023
99.3   Interim Unaudited Condensed Consolidated Financial Statements
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2


 

SIGNATURE

 

Pursuant to the requirements 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.

 

  3 E Network Technology Group Limited
     
Date: April 16, 2025 By: /s/ Tingjun Yang
    Name:  Tingjun Yang
    Title: Chief Executive Officer

 

3

EX-99.1 2 enetex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

3 E Network Technology Group Limited Announces First Half of Fiscal Year 2025 Financial Results

 

Guangzhou, China, April 16, 2025 -- 3 E Network Technology Group Limited (Nasdaq: MASK) (the “Company” or “3e Network”), a business-to-business (“B2B”) information technology (“IT”) business solutions provider, today announced its unaudited financial results for the first half of fiscal year 2025 ended December 31, 2024.

 

Dr. Tingjun Yang, Chief Executive Officer and Director of 3e Network, commented: “We are pleased to report a strong performance for the first half of fiscal year 2025. Compared to the same period in the fiscal year 2024, our revenue increased by 5.3%, driven by our ongoing efforts to expand our customer base through innovative software development services. These initiatives also contributed to substantial growth in both gross profit and net income with a growth rate of 49.3% and 56.2% year over year, respectively. Additionally, our gross margin improved significantly from 35.9% in the first half of fiscal year 2024 to 50.9% in the first half of fiscal year 2025.

 

This remarkable growth reflects our unwavering investment in research and development (“R&D”), which remains a cornerstone of our business development and long-term growth potential. R&D expenses increased by 25.4% compared to the same period in the fiscal year 2024, highlighting our continued commitment to new research projects and product innovation. At the same time, our cost-control strategies proved effective — by outsourcing certain development activities and focusing our resources on high-margin businesses, we achieved a 19.2% reduction in the overall cost of revenue year over year.

 

Looking ahead, we are confident in the strength and resilience of our current business strategy and operational initiatives, which we believe will support sustained growth and enable further expansion. As a player in the fast-evolving and competitive B2B IT industry, our core competitiveness lies in technical innovation and software customization. Our steadfast commitment to R&D investment will remain the driving force behind our growth trajectory, and we are confident these efforts will continue to generate long-term value for our company and our shareholders.”

 

First Half of Fiscal Year 2025 Financial Highlights

 

Revenues were $3.13 million for the first half of fiscal year 2025, an increase of 5.3% from $2.97 million for the first half of fiscal year 2024.
   
Gross profit was $1.59 million for the first half of fiscal year 2025, an increase of 49.3% from $1.07 million for the first half of fiscal year 2024.
   
Gross margin was 50.9% for the first half of fiscal year 2025, increased from 35.9% for the first half of fiscal year 2024.
   
Net income was $1.07 million for the first half of fiscal year 2025, an increase of 56.2% from $0.68 million for the first half of fiscal year 2024.
   
Basic and diluted Earnings per Share were $0.11 for the first half of fiscal year 2025, an increase of 57.1 % from $0.07 for the first half of fiscal year 2024.

 

First Half of Fiscal Year 2025 Financial Results

 

Revenues

 

Total revenues were $3.13 million for the first half of fiscal year 2025, an increase of 5.3% from $2.97 million for the first half of fiscal year 2024. The increase in overall revenues reflected the Company’s efforts to expand its customer base in the markets with software development services.

 

Revenue from software development services was $3.13 million for the first half of fiscal year 2025, an increase of 5.3% from $2.97 million for the first half of fiscal year 2024. This was brought by the Company’s efforts to expand its customer base and develop new software for new customers.

 

Revenue from exhibition and conference services was nil for the first half of fiscal year 2025, a decrease of 100% from $210 for the first half of fiscal year 2024. The Company does not have exhibition and conference services provided during the period as it has focused its efforts to provide software development services.

 

1


 

Cost of Revenues

 

Cost of revenue was $1.53 million for the first half of fiscal year 2025, a decrease of 19.2% from $1.89 million for the first half of fiscal year 2024. The cost of revenue decreased due to outsourcing part of the development process and conducting high margin business.

 

Gross Profit and Gross Profit Margin

 

Gross profit was $1.59 million for the first half of fiscal year 2025, an increase of 49.3% from $1.07 million for the first half of fiscal year 2024. Gross margin was 50.9% for the first half of fiscal year 2025, increased from 35.9% for the first half of fiscal year 2024. The increase was due to the Company’s efforts in selling more higher margin services and reducing the marketing in low margin business.

 

Total Operating Expenses

 

Total operating expenses were $0.33 million for the first half of fiscal year 2025, an increase of 18.7% compared to $0.28 million for the first half of fiscal year 2024.

 

· Selling and marketing expenses were nil for the first half of fiscal year 2025, a decrease of 100% from $2,085 for the first half of fiscal year 2024. The decrease was primarily due to the decrease in need of marketing activities.

 

· Research and development (“R&D”) expenses were $149,785 for the first half of fiscal year 2025, an increase of 25.4% from $119,437 for the first half of fiscal year 2024. The increase was mainly due to the increase in research projects due to the expansion of the Company’s business. The Company expects R&D expenses to increase as it develops more new products in future years.

 

· General and administrative expenses were $199,513 for the first half of fiscal year 2025, an increase of 53.7% from $129,772 for the first half of fiscal year 2024. The increase was due to a combination of the increase in social insurance fees of $19,453 and bad debt expenses of $62,093 for the first half of fiscal year 2025, compared to the social insurance fee of $9,832 and bad debt expenses of $36,670 for the first half of fiscal year 2024.

 

Net Income

 

Net income was $1.07 million for the first half of fiscal year 2025, an increase of 56.2% from $0.68 million for the first half of fiscal year 2024.

 

Basic and Diluted Earnings per Share

 

Basic and diluted earnings per share were $0.11 for the first half of fiscal year 2025, an increase of 57.1% from $0.07 for the first half of fiscal year 2024.

 

Financial Condition

 

As of December 31, 2024, the Company had cash and cash equivalents of $71,590, compared to $114,067 as of December 31, 2023.

 

Net cash provided by operating activities was $0.39 million for the first half of fiscal year 2025, compared to $0.87 million for the first half of fiscal year 2024.

 

Net cash used in financing activities was $0.36 million for the first half of fiscal year 2025, compared to $0.80 million for the first half of fiscal year 2024.

 

2


 

Recent Development

 

On January 10, 2025, the Company completed its initial public offering (the "Offering") of 1,250,000 class A ordinary shares at a price of $4.00 per ordinary share. The Company received aggregate gross proceeds of $5.00 million from the Offering, before deducting underwriting discounts and other related expenses payable by the Company. The Ordinary Shares began trading on the Nasdaq Capital Market on January 8, 2025 under the ticker symbol “MASK.”

 

About 3 E Network Technology Group Limited

 

3 E Network Technology Group Limited is a business-to-business (“B2B”) information technology (“IT”) business solutions provider. Through its two subsidiaries, Guangzhou Sanyi Network and Guangzhou 3E Network, the Company began by offering integrated software and hardware solutions for the property management and exhibition services spaces. Over time, 3 E Network expanded its software solutions offerings to serve a variety of sectors, including food establishments, real estate, exhibition and conferencing, and clean energy utilities. The Company’s business comprises two main portfolios: the software development portfolio and the exhibition and conference portfolio. For more information, please visit the Company’s website at http://ir.3etech.cn.

 

Forward-Looking Statements

 

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the SEC.

 

For investor and media inquiries, please contact:

 

3 E Network Technology Group Limited

Investor Relations Department

Email: ird@3ekeji.cn

 

3


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In US$, except for share and per share data, or otherwise stated)

 

    As of
December 31,
2024
    As of
June 30,
2024
 
Assets            
Current assets:            
Cash and cash equivalents   $ 71,590     $ 51,809  
Accounts receivable, net     2,683,251       2,098,227  
Deposits, prepayments and other current assets     424,689       41,461  
Due from related parties – current     5,936       32,013  
Total current assets     3,185,466       2,223,510  
                 
Property and equipment, net     8,675       11,216  
Deferred IPO costs     2,132,303       1,520,975  
Deferred tax assets, net     39,872       104,857  
Total assets     5,366,316       3,860,558  
                 
Liabilities and equity                
Current liabilities:                
Accounts payable   $ 800,000     $ 206,407  
Advance from customers     1,612       1,009  
Accrued expenses and other liabilities     237,846       295,504  
Due to related party – current     63,000        
Tax payable     384,690       218,918  
Total current liabilities     1,487,148       721,838  
                 
Due to a related party – non-current     85,567       402,202  
Total Liabilities     1,572,715       1,124,040  
                 
Commitments and contingencies                
                 
Shareholders’ equity:                
Class A Ordinary Shares ($0.0001 par value; 400,000,000 shares authorized; 10,000,000 shares issued and outstanding as of December 31, 2024 and June 30, 2024)     1,000       1,000  
Class B Ordinary Shares ($0.0001 par value; 100,000,000 shares authorized; nil shares issued and outstanding as of December 31, 2024 and June 30, 2024)            
Statutory reserve     94,374       64,474  
Retained earnings     3,878,142       2,838,715  
Accumulated other comprehensive loss     (179,915 )     (167,671 )
Total shareholders’ equity     3,793,601       2,736,518  
Total Liabilities and shareholders’ equity   $ 5,366,316     $ 3,860,558  

 

4


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In US$, except for share and per share data, or otherwise stated)

 

    For the six months ended
December 31
 
    2024     2023  
Revenues            
Software development services   $ 3,128,203     $ 2,971,671  
Exhibition and conference services            
Hardware sales           210  
Others           230  
Total revenues     3,128,203       2,972,111  
                 
Cost of revenues                
Software development services     1,528,919       1,891,256  
Exhibition and conference services            
Hardware sales           57  
Others            
Taxes and other surcharges     5,623       13,488  
Total cost of revenues     1,534,542       1,904,801  
                 
Gross profit     1,593,661       1,067,310  
                 
Operating expenses                
Sales and marketing expenses           2,085  
General and administrative expenses     199,513       129,772  
Research and development expenses     149,785       119,437  
Exchange (gain)/loss     (21,150 )     25,237  
Total operating expenses     328,148       276,531  
                 
Income from operations     1,265,513       790,779  
                 
Other income, net     1,582       10,117  
                 
Income before income tax     1,267,095       800,896  
Income tax expenses     197,768       116,503  
Net income   $ 1,069,327     $ 684,393  
Other comprehensive income                
Foreign currency translation (loss)/income     (12,244 )     42,311  
Total comprehensive income   $ 1,057,083     $ 726,704  
                 
Weighted average number of ordinary shares outstanding:                
Class A Ordinary Shares – Basic and diluted*     10,000,000       10,000,000  
Class B Ordinary Shares – Basic and diluted*            
Earnings per ordinary share                
Class A Ordinary Shares – Basic and diluted*   $ 0.11     $ 0.07  
Class B Ordinary Shares – Basic and diluted*   $     $  

 

5

EX-99.2 3 enetex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of its financial condition and results of operations should be read in conjunction with the section headed “Summary Financial and Operating Data” and its financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Its actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

 

Business Overview

 

We are a business-to-business (“B2B”) information technology (“IT”) business solutions provider. Our business mainly came from software development portfolio. The proportion of revenue was 100% and 99.9% for the six months ended December 31, 2024 and 2023, respectively. The proportion of revenue was 99.25% and 98.6% for the years ended June 30, 2024 and 2023, respectively.

 

We also conduct exhibition and conference services, as well as hardware sales, which are two minor portfolios that generated no revenue for the six months ended December 31, 2024 and 2023, and 0.74% and 0.01% for the year ended June 30, 2024, and 1.4% and nil for the year ended June 30, 2023, respectively.

 

Critical Accounting Policies, Judgments and Estimates

 

We prepare our consolidated financial statements in conformity with accounting principles generally accepted by the United States of America (“U.S. GAAP”), which requires us to make judgments, estimates and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. In each case, the determination of these items requires management judgements based on information and financial data that may change in future periods. When reviewing our financial information, you should consider: (i) our selection of accounting policies; and (ii) the results to changes in conditions and assumptions.

 

We believe that the following accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

 

Use of estimates and Assumptions

 

The preparation of consolidated financial statements in conformity with U.S. GAAP management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of this consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, historical experience and various other assumptions that we believe to be reasonable under the circumstances. Significant accounting estimates reflected in our consolidated financial statements include but are not limited to estimates and judgments applied in determination of allowance for doubtful receivables, impairment losses for long-lived assets and valuation allowance for deferred tax assets. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.

 

Revenue recognition

 

3e Network applied ASC Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) for all periods presented. The five-step model defined by ASC 606 requires the Company to (1) identify its contracts with customers, (2) identify its performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to its performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when contracted goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services.

 

1


 

The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have an original expected duration of one year or less.

 

We elected a practical expedient that it does not adjust the contract consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its contracted services or deliverables to its customers and when the customer pay for those services or deliverables will be one year or less.

 

As a practical expedient, the Company elected to expense the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less.

 

We are a B2B IT business solutions provider. Started as a business that focuses on integrated software solutions in the property management and exhibition services spaces, we have expanded our software solution offering to reach across a variety of industries and sectors, including food establishments, real estate, exhibition & conferencing, and clean energy utilities. Our revenue streams include software development services, exhibition and conference software sales, and exhibition and conference hardware sales.

 

Software development services

 

As an IT business solution provider, we take pride in our technical acumen in delivering software solutions for our business customers. The key pillar of our growth story and the primary engine of our growth is the development of custom software solutions for our customers.

 

The Company enters into a distinct contract with its customer for the provision of software development services. The revenue generated from software development services is generally on a fixed price basis. Customers can choose to buy a basic version with minimal alterations or customize additional functions to suit their needs.

 

Revenue from software development services contracts requires the Company to design a software system based on clients’ specifications or provide them with standard software. The contract covenants include (1) developing software according to client specifications, (2) testing and deployment of software, (3) delivering software (including but not limited to source code, etc.) to clients, (4) providing training on the use of the software and (5) option to purchase warranty. The required work period is generally less than one year. Upon delivery of the services, customer acceptance is generally required. In the same contract, we provide a twelve-month free warranty after the customized application is delivered. This warranty is an assurance-type warranty, so we do not consider it a separate performance obligation. The costs to us of fulfilling our obligation under the warranty clause have been immaterial.

 

Covenants (1), (2) and (3) are interrelated and cannot be separated or differentiated, because testing and deployment and delivery of software cannot be benefited on their own or with other readily available resources, except with the developed software. Covenants (4) and (5) identified in the customized software development contract are immaterial when considering both the qualitative and quantitative factors of these performance obligations. Therefore, the Company concludes that we should combine all of the services in a software service contract into a single performance obligation. The single performance obligation identified is to develop, test and deploy, and deliver the software according to client specifications. We recognize revenue for the delivery of customized software development service at a point in time when the system is delivered to the client for acceptance testing and the acceptance report is signed, which represents the point in time that the performance obligation of the contract is satisfied and the ownership control of the software is transferred to the client.

 

Differences between the timing of billings and the recognition of revenues are recorded as advance from customers which is classified as current liabilities on the consolidated balance sheets. When the right to payment becomes unconditional, the amount due from the customer under the contract, net of the related advances from the customer, is recorded as accounts receivables.

 

Costs incurred in advance of revenue recognition arising from direct and incremental staff costs in respect of services provided under the contracts according to the customer’s requirements prior to the delivery of services are recorded as deferred contract costs which is included in the prepayments, deposits and other assets, net on the consolidated balance sheets. Such deferred contract costs are recognized upon the recognition of the related revenues.

 

2


 

We work closely with the customers to analyze their software requirements, develop system specifications with them, and start coding and testing once we reach a conclusion on the specifications. The completed software system will then be delivered to customers for testing before their final acceptance. Our software solutions serve a variety of industries and sectors, including in restaurant management, property management, exhibit and conferencing services, and solar power stations.

 

For the six months ended December 31, 2024 and 2023, our main products under our custom software solutions offering include software products developed for property management companies, restaurant management, intelligent music generation, and highway monitoring and control. Customers can choose to buy a basic version with minimal alterations or customize additional functions to suit their needs. We plan to significantly expand the number of customers we serve to diversify our customer base and grow our revenues. Revenues from a new customer often rise quickly over the first several years following our initial engagement as we expand the services that we provide to that customer. Therefore, obtaining new customers is important for us to achieve rapid revenue growth.

 

As a young company with limited operating history and limited customer base, we are constantly looking for opportunities to develop new customers and expand into new business areas. The solar energy sector, for example, is an area with significant government support and business opportunities. For example, in 2022, after studying the potential of the market for management system used by solar energy power plants, the Company decided to develop a management software for distributed photovoltaic power plants with designed power generation capacity under 10 megawatts or management companies that manage distributed solar power plants of that size. Our designed system allows management to access it via a mobile device or a PC to monitor power plants in single or multiple locations. The program provides functions ranging from equipment fault alerts, repair and maintenance, power generation monitoring, push notifications, to asset recording.

 

Exhibition and conference services

 

We provide materials and hardware such as gates, card readers, visitor tags, and health code readers and personnel required to operate the hardware to exhibition and conference organizer in exhibition and conference services. The service is to provide an entrance system for the exhibition and conference to record and monitor its visitors and participants. The pricing of the service is usually determined with a markup based on the cost of materials, hardware and labor cost. The contract is generally for a fixed period covering the set-up time and the exhibition or conference period. There are no warranties provided for this service.

 

We have a relatively small number of customers for our exhibition and conference services. Our ability to maintain close relationships with major customers is essential to the growth and profitability of our business. However, the volume of work performed for a specific customer is likely to vary from year to year, especially since we are generally not our customers’ exclusive IT business solution provider, and we do not have long-term commitments from any of our customers to purchase our services. In addition, our reliance on any individual customer for a significant portion of our revenues may give that customer a certain degree of pricing leverage against us when negotiating contracts and terms of service. A number of factors other than our performance could also cause the loss of or reduction in business or revenues from a customer, and these factors are not predictable. These factors may include corporate restructuring, pricing pressure, changes to its outsourcing strategy, customers’ decision to switch to another service provider.

 

For this type of service, it involves a series of interrelated tasks that cannot be separated or differentiated, because the goal of the clients is to have a usable system for the exhibition and conference. Therefore, we recognize a single performance obligation to provide the complete service to the client during the contract period. The ownership control of the service is transferred to the client at a point in time when the complete service is provided to the client, as the client can only be benefit when the complete service is provided. Thus, the revenue is recognized at a point in time when the provision of service is completed.

 

3


 

Hardware sales

 

We sell hardware such as gates, facial recognition gate control units and card readers to our customers. The hardware is generally used by our customers along with the software developed by us. The hardware can be provided with or without installation services, although we provide both hardware deliveries and installation services. For this type of revenue, the installation service is relatively immaterial compared to the hardware sales as it is usually free of charge and is only an add-on process to make the hardware operable. The single performance obligation identified is the provision of hardware to the customers. Revenue is recognized when the customer has confirmed the receipt of the hardware, which is the point in time that the ownership control of the product is transferred to the customer and the performance obligation is satisfied.

 

Accounts receivable and allowance for credit losses

 

Accounts receivable are carried at net realizable value. An allowance for credit losses is recorded in the period when loss is probable. We determine the adequacy of a reserve for credit losses based on individual account analysis and historical collection trends. We establish a provision for credit losses when there is objective evidence that we may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual customer exposures, as well as the historical trends of collections. Delinquent account balances are written-off against the allowance for credit losses after management has determined that the likelihood of collection is not probable. We regularly review the adequacy and appropriateness of the allowance for credit losses.

 

Income taxes

 

We account for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. 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 tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized, when it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized.

 

Recent Accounting Pronouncements

 

The Jumpstart Our Business Startups Act (“JOBS Act”) provides that an emerging growth company (“EGC”) as defined therein can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. We have adopted the extended transition period.

 

For detailed discussion on recent accounting pronouncements, please see Note 2 to our consolidated financial statements, “Summary of Significant Accounting Policies”, included elsewhere in this form.

 

Seasonality and customer concentration

 

There is no seasonality in our business operations throughout the year. Our customer base for software development services tends to vary from one year to another, as each purchase agreement tends to be a one-off event with few repeat customers. A major customer in one year may not provide the same level of revenues for us in any subsequent year. For the exhibition and conference services, we believe that in the foreseeable future we will continue to derive a significant portion of our revenues from a small number of major customers.

 

4


 

Factors Affecting Our Results of Operations

 

We believe that the most significant factors that affect our business and financial results include the following:

 

Our ability to expand our customer base and generate more business from existing customers.    We strive to provide our customers with the best services as satisfied customers are more likely to stay as our existing customers. Also, satisfied customers are more likely to recommend us to their peers. We work closely with our customers so that software solutions recommended by us can satisfy their needs and improve their efficiencies.

 

This marketing strategy allows us to minimize our marketing expenses but still get effective marketing. Revenue derived from a customer will usually decline after the initial order when the customer has acquired the basic IT system that it needs. In addition, for the year ended June 30, 2024, our top 4 customers, Zhejiang Kewoyi International Trading Limited, Dongguan Fanxin Electric Technology Limited, Beijing Boyuanhua Technology Co., Ltd. and Henan Chuanyi Technology Partnership Limited account for 25%, 17%, 12% and 10%, respectively of our revenue. There are inherent risks with having a large percentage of total revenues concentrated with a limited number of customers. Changes to or reductions in the buying patterns of these larger customers may expose our business and results of operations to greater volatility. The mix and type of customers, and sales to any single customer, may vary significantly from quarter to quarter and from year to year, and have a significant impact on our financial condition, results of operations and cash flows. Therefore, it is important that we develop new products and new customers. For the year ended June 30, 2024, our total revenue increased by 173.0%, or $2,890,612, compared to the year ended June 30, 2023. The revenue for the year ended June 30, 2024 derived from new customers amounted to $4,267,601, or 93.5% of our total revenue, while revenues from our existing customers only represented 6.7% for the same period. For the six months ended December 31, 2024, revenue derived from new customers amounted to $2,917,618 or 93.3% of our total revenue. For the six months ended December 31, 2023, the revenue derived from new customers amounted to $2,701,157, or 90.9% of our revenue.

 

Our ability to expand our software product range. Based on our experience, our revenue from existing customers will drop after they have installed the basic software system. Therefore, it is important that we introduce new software products that meet the evolving needs of our customers and attract new customers. Our product design team is in close contact with participants in the markets that we operate to gain first-hand knowledge of the latest trends and issues of concerns to the participants in the markets, which allows us to design software products that can improve the efficiency of our customers and meet their needs in a cost-effective way. Also, through research and development, we have actively invested in broadening our product lines. Due to the concentration of our customer base and our billing model as a seller of one-time software solution rather than as a Software-as-a-Service (SaaS) provider, we will need to continue to launch new products to serve our existing customers and attract new customers. In 2023, we launched a new software product category, solar plant management system, which generated $386,420 in revenue and accounted for 23.5% of software development services revenue in the years ended June 30, 2023. In 2024, we developed software products for Intelligent music generation and highway monitoring and control, which generated $1,125,680 and $776,452 in revenue and accounted for 24.7% and 17.0% of software development service revenue in the year ended June 30, 2024, respectively. For the six months ended December 31, 2024, we further generated $1,000,000 for the Intelligent music generation which represented 32% of software development service revenue, which was nil for the six months ended December 31, 2023.

 

Our ability to attract, retain and motivate qualified employees. We pay particular attention in recruiting the right talent to join the Company. We develop intern programs with universities and technical colleges to support the talents in the community and get more exposure to graduates in the early stage of their career path. We provide on-the-job training to our staff, and encourage them to attend technical seminars and courses to update their knowledge. We believe our approach to attract and develop talents allows us to achieve a relatively low turnover among our technical staff.

 

5


 

Results of Operations

 

    Year ended
June 30, 2024
    As
% of sales
    Year ended
June 30, 2023
    As
% of sales
    Increase/ (Decrease)     %    

Six Months ended

December 31, 2024

    As
% of sales
   

Six Months ended

December 31, 2023

    As
% of sales
    Increase/ (Decrease)     %  
Revenue     4,561,963       100.0       1,671,351       100.0       2,890,612       173.0       3,128,203       100.0       2,972,111       100.0       156,092       5.3  
Cost of revenue     (2,247,340 )     (49.3 )     (396,360 )     (23.7 )     (1,850,980 )     (467.0 )     (1,528,919 )     (48.9 )     (1,891,313 )     (63.6 )     (362,394 )     (19.2 )
Taxes and other surcharges     (9,934 )     (0.2 )     (3,788 )     (0.2 )     (6,146 )     (162.2 )     (5,623 )     (0.2 )     (13,488 )     (0.5 )     (7,865 )     (58.3 )
Gross profit     2,304,689       50.5       1,271,203       76.1       1,033,486       81.3       1,593,661       50.9       1,067,310       35.9       526,351       49.3  
Operating expenses                                                                                                
Selling and marketing     (69 )     (0.0 )     (2,139 )     (0.1 )     2,070       96.8                   2,085       0.1       (2,085 )     (100.0 )
General and administration expenses     (303,405 )     (6.7 )     (171,012 )     (10.2 )     (132,393 )     (77.4 )     199,513       6.4       129,772       4.4       69,741       53.7  
Research and development expenses     (191,504 )     (4.2 )     (86,392 )     (5.2 )     (105,112 )     (121.7 )     149,785       4.8       119,437       4.0       30,348       25.4  
Exchange gain/(loss)     12,874       0.3       51,063       3.1       (38,189 )     (74.8 )     (21,150 )     (0.7 )     25,237       0.8       (46,387 )     (183.8 )
Total operating expenses     (482,104 )     (10.6 )     (208,480 )     (12.5 )     (273,624 )     (131.2 )     328,148       10.5       276,531       9.3       51,617       18.7  
Income from operation     1,822,585       39.9       1,062,723       63.6       759,862       71.5       1,265,513       40.4       790,779       26.6       474,734       60.0  
Other income     10,178       0.2       7,930       0.5       2,248       28.4       1,582       0.1       10,117       0.3       (8,535 )     (84.4 )
Income before income tax     1,832,763       40.1       1,070,653       64.1       762,110       71.2       1,267,095       40.5       800,896       26.9       466,199       58.2  
Income tax     (284,416 )     (6.2 )     (74,496 )     (4.5 )     (209,920 )     (281.8 )     (197,768 )     (6.3 )     (116,503 )     (3.9 )     (81,265 )     (69.8 )
Net income     1,548,347       33.9       996,157       59.6       552,190       55.4       1,069,327       34.2       684,393       23.0       384,934       56.2  

 

For the six months ended December 31, 2024 and 2023

 

Revenues

 

We derive our revenues by providing IT consulting and solutions, mainly including: (1) software development services, which primarily includes customized software development service with acceptance requirement, which are billed on a fixed price basis, (2) exhibition and conference services where we provide hardware and personnel to exhibition and conference organizers for a fixed price over an agreed period generally covering the set up time and the exhibition and/or conference period, (3) hardware sales of gates and face recognition gate units and (4) others which includes transaction-based commissions for providing client with property management fee collection tools.

 

The following table presents our revenues by our service lines.

 

    Six months ended December 31,
2024
          Six months ended December 31,
2023
                   
    Revenue     %     Revenue     %     Variance     %  
Software development services     3,128,203       100.0       2,971,671       99.98       156,532       5.3  
Exhibition and conference services                                    
Hardware sales                 210       0.01       (210 )     (100.0 )
Others                 230       0.01       (230 )     (100.0 )
Total     3,128,203       100.0       2,972,111       100.0       156,532       5.3  

 

6


 

Our total revenues increased by $156,532, or 5.3%, to $3,128,203 for the six months ended December 31, 2024 from $2,972,111 for the six months ended December 31, 2023. The increase in overall revenues reflected the efforts to expand our customer base in the markets with software development services.

 

Revenue from software development services increased by $156,532 or 5.3% to $3,128,203 for the six months ended December 31, 2024 from $2,971,671 for the six months ended December 31, 2023. This was brought by the efforts to expand our customer base and develop new software for new customers.

 

Exhibition and conference services decreased by $210, or 100% to nil for the six months ended December 31, 2024 from $210 for the six months ended December 31, 2023. We do not have exhibition and conference service provided during the period as we have focused our efforts to provide software development service.

 

Cost of revenue

 

Our cost of revenue comprises mainly of payroll cost to our IT professionals, direct support staff cost, traveling expenses and software development costs paid to outsourced company. Cost of revenue decreased by $362,394 or 19.2% to $1,528,919 for the six months ended December 31, 2024 from $1,891,313 for the six months ended December 31, 2023 as a result of outsourcing part of our development process and conducting high margin business. As a percentage of revenue, our cost of revenue decreased to 48.9% for the six months ended December 31, 2024 from 63.6% for the six months ended December 31, 2023.

 

Gross profit

 

Our gross profit increased by $526,351, or 49.3%, to $1,593,661 for the six months ended December 31, 2024 from $1,067,310 for the six months ended December 31, 2023. As a percentage of revenues, our gross margin increased from 35.9% for the six months ended December 31, 2023 to 50.9% for the six months ended December 31, 2024. The increase was due to our effort in selling more higher margin services and reducing our marketing in low margin business.

 

Selling and marketing expenses

 

Selling and marketing expenses primarily consisted of salary and compensation expenses relating to our sales and marketing personnel, and also included entertainment, travel, and other expenses relating to our marketing activities. Selling and marketing expenses decreased by $2,085 or 100.0% from $2,085 for the six months ended December 31, 2023 to nil for the six months ended December 31, 2024. The decrease was primarily due to the decrease in need of marketing activities.

 

Research and development (“R&D”) expenses

 

R&D expenses primarily consisted of compensation and benefit expenses relating to our research and development personnel as well as office overhead and other expenses directly relating to our R&D activities. Our R&D expenses increased to $149,785 for the six months ended December 31, 2024 from $119,437 for the six months ended December 31, 2023. The increase was mainly due to the increase in research project due to the expansion of our business. We expect R&D expenses to increase as we develop more new products in future years.

 

General and administrative expenses

 

General and administrative expenses primarily consisted of salary and compensation expenses relating to our finance, human resources and executive office personnel, and included rental expenses, depreciation and amortization expenses, office overhead, professional service fees and travel and transportation costs.

 

General and administrative expenses increased by $69,741 or 53.7% from $129,772 for the six months ended December 31, 2023 to $199,513 for the six months ended December 31, 2024, which was due to a combination of increase in social insurance fee of $19,453 and bad debt expenses of $62,093 for the six months ended December 31, 2024, compared to the social insurance fee of $9,832 and bad debt expenses of $36,670 for the six months ended December 31, 2023.

 

7


 

Exchange gain/(loss)

 

Exchange gain/(loss) primarily included gain and loss from accounts receivable due to exchange rate fluctuation.

 

Other income, net

 

Other income primarily included government subsidies.

 

Income before income taxes

 

Our income before income taxes increased by $466,199 to $1,267,095 for the six months ended December 31, 2024 from $800,896 for the six months ended December 31, 2023.

 

Provision for income taxes

 

Our provision for income taxes for the six months ended December 31, 2024 was tax expense of $197,768 and $116,503 for the six months ended December 31, 2023, which were mainly from our Hong Kong and PRC subsidiaries.

 

Net Income

 

Net income increased by $384,934 or 56.2% to $1,069,327 for the six months ended December 31, 2024 from $684,393 for the six months ended December 31, 2023.

 

Other comprehensive income

 

Foreign currency translation adjustments amounted to an expense of $12,244 and an income of $42,311 for the six months ended December 31, 2024 and 2023, respectively. The balance sheet amounts with the exception of equity as of December 31, 2024 were translated at 7.2993 RMB to 1.00 USD as compared to 7.0999 RMB to 1.00 USD as of December 31, 2023. The equity accounts were stated at their historical rate. The average translation rates applied to the income statements accounts for the six months ended December 31, 2024 and 2023 were 7.1767 RMB to 1.00 USD and 7.2347 RMB to 1.00 USD, respectively. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S, dollar terms without giving effect to any underlying change in our business or results of operation.

 

For the years ended June 30, 2024 and 2023

 

Revenues

 

We derive our revenues by providing IT consulting and solutions, mainly including: (1) software development services, which primarily includes customized software development service with acceptance requirement, which are billed on a fixed price basis, (2) exhibition and conference services, where we provide hardware and personnel to exhibition and conference organizers for a fixed price over an agreed period, generally covering the set up time and the exhibition and/or conference period, (3) hardware sales of gates and face recognition gate units and (4) others which includes transaction-based commissions for providing client with property management fee collection tools.

 

8


 

The following table presents our revenues by our service lines.

 

    Year ended
June 30,
2024
          Year ended
June 30,
2023
                   
    Revenue     %     Revenue     %     Variance     %  
Software development services     4,527,581       99.3       1,647,474       98.6       2,880,107       174.8  
Exhibition and conference services     33,750       0.7       23,089       1.4       10,661       46.2  
Hardware sales     210       0.0                   210       100.0  
Others     422       0.0       788       0.0       (366 )     (46.4 )
Total     4,561,963       100.0       1,671,351       100.0       2,890,612       173.0  

 

Our total revenues increased by $2,890,612, or 173.0%, to $5,527,581 for the year ended June 30, 2024 from $1,671,351 for the year ended June 30, 2023. The increase in overall revenues reflects a recovery from the operational challenges experienced during the year ended June 30, 2023, caused by COVID-19 restrictions in our operating markets. This growth is also attributed to our efforts in attracting new customers.

 

Revenue from software development services increased by $2,880,107 or 174.8% to $4,527,581 for the year ended June 30, 2024 from $1,647,474 for the year ended June 30, 2023. This was driven by our efforts to expand our customer base and develop new software tailored to the needs of new customers.

 

Exhibition and conference services increased by $10,661, or 46.2% to $33,750 for the year ended June 30, 2024 from $23,089 for the year ended June 30, 2023. This increase was primarily driven by the recovery of economic activities following the resurgence of COVID-19 cases in Guangdong Province from October to November 2022. Additionally, there was a higher number of exhibitions and conference events during the year ended June 30, 2024.

 

Cost of revenue

 

Our cost of revenue comprises mainly payroll cost to our IT professionals, direct support staff cost, traveling expenses and material costs. Cost of revenue increased by $1,850,980 or 467.0% to $2,247,340 for the year ended June 30, 2024 from $396,360 for the year ended June 30, 2023. The cost of revenue increased due to our efforts to expand the customer base, aligning with the overall growth in revenue. As a percentage of revenue, our cost of revenue increased to 49.5% for the year ended June 30, 2024 from 23.9% for the year ended June 30, 2023. The increase was due to a higher number of research projects outsourced by us to third parties, which resulted in a lower profit margin.

 

Gross profit

 

Our gross profit increased by $1,033,486, or 81.3%, to $2,304,689 for the year ended June 30, 2024 from $1,271,203 for the year ended June 30, 2023. As a percentage of revenues, our gross margin decreased from 76.1% for the year ended June 30, 2023 to 50.5% for the year ended June 30, 2024. The decrease was due to a higher number of research projects outsourced by us to third parties, which resulted in a lower profit margin.

 

Selling and marketing expenses

 

Selling and marketing expenses primarily consisted of salary and compensation expenses relating to our sales and marketing personnel, and also included entertainment, travel, and other expenses relating to our marketing activities.

 

Selling and marketing expenses decreased by $2,070 or 96.8% from $2,139 for the year ended June 30, 2023 to $69 for the year ended June 30, 2024. The decrease was primarily attributable to a reduction in salaries and benefits for the sales department staff. As we continue to expand our business, we anticipate these expenses will remain relatively stable as a percentage of our net revenues in the near future.

 

9


 

Research and development (“R&D”) expenses

 

R&D expenses primarily consisted of compensation and benefit expenses relating to our research and development personnel as well as office overhead and other expenses directly relating to our R&D activities. Our R&D expenses increased to $191,504 for the year ended June 30, 2024 from $86,392 for the year ended June 30, 2023. The increase was mainly driven by the growth in research projects, reflecting the expansion of our business. We expect R&D expenses to increase as we develop more new products in future years.

 

General and administrative expenses

 

General and administrative expenses primarily consisted of salary and compensation expenses relating to our finance, human resources and executive office personnel, and included rental expenses, depreciation and amortization expenses, office overhead, professional service fees and travel and transportation costs.

 

General and administrative expenses increased by $132,393 or 77.4% from $171,012 for the year ended June 30, 2023 to approximately $303,405 for the year ended June 30, 2024, which was attributable to a combination of higher social insurance fees of $22,413 and increased bad debt expenses of $46,706 for the year ended June 30, 2024, compared with $14,383 and nil for social insurance fees and bad debt expenses for the year ended June 30, 2023, respectively.

 

Exchange gain

 

Exchange gain primarily included gain from accounts receivable due to exchange rate fluctuation.

 

Other income, net

 

Other income primarily included government subsidies.

 

Income before income taxes

 

Our income before income taxes increased by $762,110 to $1,832,763 for the year ended June 30, 2024 from $1,070,653 for the year ended June 30, 2023.

 

Provision for income taxes

 

Our provision for income taxes for the years ended June 30, 2024 and 2023 was $284,416 and $74,496, respectively, which were tax expenses mainly generated from our Hong Kong and PRC subsidiaries.

 

Net Income

 

Net income increased by $552,190 or 55.4% to $1,548,347 for the year ended June 30, 2024 from $996,157 for the year ended June 30, 2023.

 

Other comprehensive income

 

Foreign currency translation adjustments amounted to losses of $9,281 and $98,014 for the years ended on June 30, 2024 and 2023, respectively. The balance sheet amounts with the exception of equity as of June 30, 2024 were translated at 7.2672 RMB to 1.00 USD as compared to 7.2513 RMB to 1.00USD as of June 30, 2023. The equity accounts were stated at their historical rate. The average translation rates applied to the income statements accounts for the years ended on June 30, 2024 and 2023 were 7.2248 RMB to 1.00 USD and 6.9536 RMB to 1.00 USD, respectively. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S, dollar terms without giving effect to any underlying change in our business or results of operation.

 

Liquidity and Capital Resources

 

As of December 31, 2024, we had cash and cash equivalents of $71,590. Our current assets were approximately $3,185,466, and our current liabilities were $1,487,148 as of December 31, 2024. Total retained earnings as of December 31, 2024 were $3,878,142. Our cash flows provided by operating activities was $389,450 for the six months ended December 31, 2024.

 

Our operating results for future periods are subject to numerous uncertainties and it is uncertain whether we will be able to achieve a net income position for the foreseeable future. If management is not able to increase revenue and/or manage costs and operating expenses in line with revenue forecasts, we may not be able to achieve profitability.

 

10


 

We believe that available cash and cash equivalents, cash provided by operating activities, together with cash available from the activities mentioned above, should enable us to meet presently anticipated cash needs for at least the next 12 months after the date that the consolidated financial statements are issued and we have prepared the consolidated financial statements on a going concern basis. However, we continue to have ongoing obligations and we expect that we will require additional capital in order to execute our longer-term business plan. If we encounter unforeseen circumstances that place constraints on our capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, initiating private and public offerings, curtailing our business development activities, suspending the pursuit of our business plan, obtaining credit facilities, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that we will be able to raise additional capital if needed.

 

Substantially all of our operations are conducted in China and all of our revenue, expenses, cash and cash equivalents are denominated in RMB. RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into U.S. dollars. As of December 31, 2024, cash and cash equivalents of approximately RMB507,698 ($69,554), HKD5,951 ($766), USD1,270 were held by the Company and its subsidiaries in mainland China, and Hong Kong. We would need to accrue and pay withholding taxes if we were to distribute funds from our subsidiaries in China to our offshore subsidiaries. We do not intend to repatriate such funds in the foreseeable future, as we plan to use existing cash balance in PRC for general corporate purposes.

 

In assessing our liquidity, we monitor and analyze our cash on hand, our ability to generate sufficient revenue sources in the future and our operating and capital expenditure commitments. The Company plans to fund working capital through its operations, bank borrowings and additional capital contribution from shareholders. Our operating cash flow was positive for the six months ended December 31, 2024. We have historically funded our working capital needs primarily from operations, advance payments from customers and loans from shareholders. Our working capital requirements are affected by the efficiency of our operations, the numerical volume and dollar value of our sales contracts, the progress or execution on our customer contracts, and the timing of accounts receivable collections.

 

The following table sets forth a summary of our cash flows for the periods indicated:

 

    Six months ended
December 31,
 
    2024     2023  
Net cash provided by operating activities   $ 389,450     $ 867,653  
Net cash used in financing activities     (355,610 )     (795,908 )
Effect of exchange rate changes on cash and cash equivalents     (14,059 )     22,926  
Net increase in cash and cash equivalents     19,781       94,671  
Cash and cash equivalents at the beginning of period     51,809       19,396  
Cash and cash equivalents at the end of period   $ 71,590     $ 114,067  

 

To date, we have financed our operations primarily through borrowings from our stockholders, related and unrelated parties.

 

Operating Activities

 

Net cash provided by operating activities was $389,450 for the six months ended December 31, 2024, as compared to $867,653 net cash provided by operating activities for the six months ended December 31, 2023. The net cash provided by operating activities for the six months ended December 31, 2024 was mainly due to our net income of $1,069,327 partially offset by the increase in accounts receivable of $1,193,399. The net cash provided by operating activities for the six months ended December 31, 2023 was mainly due to our net income of $684,393, partially offset by the increase in accounts receivable of $144,789.

 

Financing Activities

 

Net cash used in financing activities was $355,610 for the six months ended December 31, 2024, as compared to $795,908 used in for the six months ended December 31, 2023. The net cash used in financing activities for the six months ended on December 31, 2024 and 2023 was mainly amounts due to related parties and deferred IPO costs.

 

11

Exhibit 99.3

 

3 E NETWORK TECHNOLOGY GROUP LIMITED
INDEX TO INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

  Pages
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2024   F-2
Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the Six Months
ended December 31, 2024 and 2023
  F-3
Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the
Six Months ended December 31, 2024 and 2023
  F-4
Unaudited Consolidated Statements of Cash Flows for the Six Months ended December 31, 2024 and 2023   F-5
Notes to Interim Unaudited Consolidated Financial Statements   F-6 – F-21

 

F-1


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In US$, except for share and per share data, or otherwise stated)

 

    As of
December 31,
2024
  As of
June 30,
2024
Assets        
Current assets:        
Cash and cash equivalents   $ 71,590     $ 51,809  
Accounts receivable, net     2,683,251       2,098,227  
Deposits, prepayments and other current assets     424,689       41,461  
Due from related parties – current     5,936       32,013  
Total current assets     3,185,466       2,223,510  
                 
Property and equipment, net     8,675       11,216  
Deferred IPO costs     2,132,303       1,520,975  
Deferred tax assets, net     39,872       104,857  
Total assets     5,366,316       3,860,558  
                 
Liabilities and equity                
Current liabilities:                
Accounts payable   $ 800,000     $ 206,407  
Advance from customers     1,612       1,009  
Accrued expenses and other liabilities     237,846       295,504  
Due to related party – current     63,000       —    
Tax payable     384,690       218,918  
Total current liabilities     1,487,148       721,838  
                 
Due to a related party – non-current     85,567       402,202  
Total Liabilities     1,572,715       1,124,040  
                 
Commitments and contingencies    
 
     
 
 
                 
Shareholders’ equity:                
Class A Ordinary Shares ($0.0001 par value; 400,000,000 shares authorized; 10,000,000 shares issued and outstanding as of December 31, 2024 and June 30, 2024)     1,000       1,000  
Class B Ordinary Shares ($0.0001 par value; 100,000,000 shares authorized; nil shares issued and outstanding as of December 31, 2024 and June 30, 2024)
    —         —    
Statutory reserve     94,374       64,474  
Retained earnings     3,878,142       2,838,715  
Accumulated other comprehensive loss     (179,915 )     (167,671 )
Total shareholders’ equity     3,793,601       2,736,518  
Total Liabilities and shareholders’ equity   $ 5,366,316     $ 3,860,558  

 

The accompanying notes are an integral part of these interim unaudited financial statements

 

F-2


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In US$, except for share and per share data, or otherwise stated)

 

    For the six months ended
December 31
 
    2024     2023  
Revenues            
Software development services   $ 3,128,203     $ 2,971,671  
Exhibition and conference services            
Hardware sales           210  
Others           230  
Total revenues     3,128,203       2,972,111  
                 
Cost of revenues                
Software development services     1,528,919       1,891,256  
Exhibition and conference services            
Hardware sales           57  
Others            
Taxes and other surcharges     5,623       13,488  
Total cost of revenues     1,534,542       1,904,801  
                 
Gross profit     1,593,661       1,067,310  
                 
Operating expenses                
Sales and marketing expenses           2,085  
General and administrative expenses     199,513       129,772  
Research and development expenses     149,785       119,437  
Exchange (gain)/loss     (21,150 )     25,237  
Total operating expenses     328,148       276,531  
                 
Income from operations     1,265,513       790,779  
                 
Other income, net     1,582       10,117  
                 
Income before income tax     1,267,095       800,896  
Income tax expenses     197,768       116,503  
Net income   $ 1,069,327     $ 684,393  
Other comprehensive income                
Foreign currency translation (loss)/income     (12,244 )     42,311  
Total comprehensive income   $ 1,057,083     $ 726,704  
                 
Weighted average number of ordinary shares outstanding:                
Class A Ordinary Shares – Basic and diluted*     10,000,000       10,000,000  
Class B Ordinary Shares – Basic and diluted*            
Earnings per ordinary share                
Class A Ordinary Shares – Basic and diluted*   $ 0.11     $ 0.07  
Class B Ordinary Shares – Basic and diluted*   $     $  

____________

* The shares and per share data are presented on a retroactive basis to reflect the stock split.

 

The accompanying notes are an integral part of these interim unaudited financial statements

 

F-3


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In US$, except for share and per share data, or otherwise stated)

  

    Ordinary Shares                                
    Number of
Class A
ordinary
shares*
    Amount     Number of
Class B
ordinary
shares*
    Amount     Subscription
receivable
    Statutory
reserve
    Retained
earnings
    Accumulated
other
comprehensive
loss
    Total
equity
 
Balance at, July 1 2023     10,000,000     $ 1,000           $     $ (1,000 )   $ 47,058     $ 1,307,784     $ (158,390 )   $ 1,196,452  
Net income for the period                                         684,393             684,393  
Settlement of subscription receivable                             1,000                         1,000  
Transfer to statutory reserve                                   32       (32 )            
Foreign currency translation adjustment                                               42,311       42,311  
Balance at, December 31, 2023     10,000,000     $ 1,000           $     $     $ 47,090     $ 1,992,145     $ (116,079 )   $ 1,924,156  
Balance at, July 1, 2024     10,000,000     $ 1,000           $     $     $ 64,474     $ 2,838,715     $ (167,671 )   $ 2,736,518  
Net income for the
period
                                        1,069,327             1,069,327  
Transfer to statutory reserve                                   29,900       (29,900 )            
Foreign currency translation adjustment                                               (12,244 )     (12,244 )
Balance at, December 31, 2024     10,000,000     $ 1,000           $     $     $ 94,374     $ 3,878,142     $ (179,915 )   $ 3,793,601  

____________

*   The shares and per share data are presented on a retroactive basis to reflect the stock split.

 

The accompanying notes are an integral part of these interim unaudited financial statements

 

F-4


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In US$, except for share and per share data, or otherwise stated)

 

    For the six months ended
December 31,
 
    2024     2023  
Cash flows from operating activities            
Net income   $ 1,069,327     $ 684,393  
Adjustments to reconcile net income to net cash provided by operating activities                
Depreciation     2,534       3,384  
Allowance for credit losses     62,094       37,366  
Deferred tax     65,626       91,275  
Changes in assets and liabilities                
Accounts receivable     (1,193,399 )     (144,789 )
Deposits, prepayments and other current assets     (390,214 )     3,182  
Accounts payable     589,009       96,755  
Tax payable     165,848       54,179  
Advance from customers     618       110  
Due from related parties     444       490  
Due to related party     63,000        
Accrued expenses and other liabilities     (45,437 )     41,308  
Net cash provided by operating activities     389,450       867,653  
                 
Cash flows from financing activities                
Capital contribution from shareholders           1,000  
Deferred IPO cost     (35,928 )     (663,155 )
Loans received from a related party     50,859       42,663  
Repayment of loans to a related party     (370,541 )     (176,416 )
Net cash used in financing activities     (355,610 )     (795,908 )
                 
Effect of exchange rate changes on cash and cash equivalents     (14,059 )     22,926  
                 
Net increase in cash and cash equivalents     19,781       94,671  
                 
Cash and cash equivalents at beginning of the period     51,809       19,396  
Cash and cash equivalents at end of the period   $ 71,590     $ 114,067  

 

The accompanying notes are an integral part of these interim unaudited financial statements

 

F-5


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1. Organization

 

3 E Network Technology Group Limited (the “Company” or “3e Network”), was incorporated in the British Virgin Islands, or BVI, on October 6, 2021. The Company, through its subsidiaries (collectively, the “Group”), is primarily engaged in providing business-to-business information technology (“IT”) business solutions for companies in the People’s Republic of China (the “PRC” or “China”). The Company conducts its primary business operations through Guangzhou 3e Network Technology Company Limited (“Guangzhou Sanyi Network”) and Guangzhou 3E Network Technology Company Limited (“Guangzhou 3E Network”), indirect wholly-owned subsidiaries based in PRC that were incorporated on May 26, 2017 and January 17, 2023, respectively. The Company is ultimately controlled by Mr. Joseph Shu Sang Law, our Chairman and Director.

 

a. Subsidiaries

 

As of December 31, 2024, the detailed information of the Group’s consolidated subsidiaries is summarized as follows:

 

Name of the entity   Date of
incorporation
  Percentage of
ownership
    Place of
incorporation
  Principle business
activities
Subsidiaries                  
3e Network Technology Holdings Limited (“BVI 3e Holdings”)   October 8,
2018
    100 %   British Virgin Islands   Investment holding
                     
3e Network Technology Company Limited (“HK 3e Network”)   August 30, 2020     100 %   Hong Kong   Investment holding and sales and marketing
                     
Guangzhou 3e Network Technology Company Limited (“Guangzhou Sanyi Network”)   May 26, 2017     100 %   China   IT consulting and solutions service
                     
Guangzhou 3E Network Technology Company Limited (“Guangzhou 3E Network”)   January 17, 2023     100 %   China   IT consulting and solutions service

 

b. Stock Split

 

On January 3, 2024, the Company filed the Amended and Restated Memorandum and Articles of Association (“Amended and Restated Articles”) with the Registrar of Corporate Affairs to increase its authorized shares from 50,000 ordinary shares, par value of $1 per share, to 500,000,000 ordinary shares, par value of $0.0001 per share, consisting of (i) 400,000,000 Class A Ordinary Shares, par value of $0.0001, and (ii) 100,000,000 Class B Ordinary Shares, par value of $0.0001. Simultaneously, the Company effectuated a forward split of all issued and outstanding ordinary shares at a ratio of 1-for-10,000, and converted all existing issued and outstanding ordinary shares into Class A Ordinary Shares of the Company at a ratio of 1-for-1. As a result, as of the date hereof, there are 10,000,000 issued and outstanding Class A Ordinary Shares of the Company.

 

2. Summary of Significant Accounting Policies

 

a) Basis of presentation

 

The Group’s unaudited consolidated financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). In the opinion of the Group, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of December 31, 2024, and its results of operations for the six months ended December 31, 2024 and 2023. Interim results are not necessarily indicative of results to be expected for the full year. Accordingly, these statements should be read in conjunction with the Group’s audited financial statements and note thereto as of and for the years ended June 30, 2024 and 2023.

 

F-6


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

2. Summary of Significant Accounting Policies (cont.)

 

b) Principles of consolidation

 

The Group’s unaudited consolidated financial statements include the accounts of the Company and its subsidiaries from the dates they were incorporated or acquired. All inter-company transactions and balances have been eliminated upon consolidation.

 

c) Use of estimates

 

The preparation of unaudited 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 and the related disclosure of contingent assets and liabilities at the date of these consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. The Group continually evaluates these estimates and assumptions based on the most recently available information, historical experience and various other assumptions that the Group believes to be reasonable under the circumstances. Significant accounting estimates reflected in the Group’s consolidated financial statements include but are not limited to estimates and judgments applied in determination of allowance for credit losses, impairment losses for long-lived assets and valuation allowance for deferred tax assets. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.

 

d) Foreign currency translation and transactions

 

The Group’s reporting currency is US dollars (“US$”). The Group’s operations are principally conducted through its subsidiaries located in the PRC where RMB is the functional currency. For those subsidiaries which are not located in mainland PRC and have the functional currency other than RMB, the financial statements are translated from their respective functional currencies into US$. Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in shareholders’ equity.

 

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report, representing the certified exchange rate published by the People’s Bank of China:

 

    As of
December 31,
2024
    As of
June 30,
2024
 
RMB into US$ for balance sheet items, except for equity accounts     7.2993       7.2672  
HKD into US$ for balance sheet items, except for equity accounts     7.7677       7.8083  

 

    For the six months ended
December 31
 
    2024     2023  
RMB into US$ for items in the consolidated statements of operations and comprehensive income, and cash flows     7.1767       7.2347  
HKD into US$ for items in the consolidated statements of operations and comprehensive income, and cash flows     7.7870       7.8189  

 

No representation is intended to imply that the RMB and HKD amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2024, or at any other rate.

 

Transactions denominated in currencies other than functional currency are translated into functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded as a component of others, net in the consolidated statements of operations and comprehensive income.

 

F-7


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

2. Summary of Significant Accounting Policies (cont.)

 

e) Cash and cash equivalents

 

Cash and cash equivalents consist of bank deposits, which are unrestricted as to withdrawal and use. The Group considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

 

f) Accounts receivable, net

 

The Group records accounts receivable at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts as needed. The allowance for credit losses is the Group’s reserve for uncollectible receivable amounts which is estimated using the approach based on expected losses. The Group determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions, along with reasonable and supportable forecasts as a basis to develop the Group’s expected loss estimates. The Group adjusts the allowance percentage periodically when there are significant differences between estimated credit losses and actual credit losses. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Group also makes specific allowance in the period in which a loss is determined to be probable. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

i)  Property and equipment, net

 

The Group’s property and equipment are recorded at cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated on the straight-line method after taking into account their respective estimated residual values over the following estimated useful lives:

 

Leasehold improvement   Shorter of
3 years
or lease term
Furniture, fixture and other equipment   2 – 3 years
Electronic equipment   3 years

 

When property and equipment are retired or otherwise disposed of, resulting gain or loss is included in net income in the period of disposition.

 

For the six months periods ended December 31, 2024 and 2023, the Group did not recognize any gain or loss from disposal of property and equipment.

 

j) Impairment of long-lived assets

 

All long-lived assets, which include tangible long-lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount of the asset and its fair value.

 

For the six months ended December 31, 2024 and 2023, the Group did not recognize any impairment loss on long-lived assets.

 

k) Deferred IPO costs

 

Deferred IPO costs consist of legal, accounting, underwriting fee and other costs incurred through the balance sheet date that are directly related to the proposed public offering. These costs, together with the underwriting discounts and commissions, will be charged to additional paid-in capital upon completion of the proposed public offering. Should the proposed public offering prove to be unsuccessful, the deferred cost, as well as additional expenses to be incurred, will be charged to operations.

 

F-8


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

2. Summary of Significant Accounting Policies (cont.)

 

l)  Fair value of financial instruments

 

The Group’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, net, due from related parties, accounts payable and due to a related party. The carrying values of these financial instruments approximate fair values due to their short maturities.

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This note also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

 

Level 1 Quoted prices in active markets for identical assets or liabilities.

 

Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Group evaluates its hierarchy disclosures each quarter.

 

m) Revenue recognition

 

In accordance with ASC Topic 606, revenues are recognized when control of the contracted goods or services is transferred to the Group’s customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those goods or services. In determining when and how much revenue is recognized from contracts with customers, the Group performs the following five-step analysis: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue is recognized upon the transfer of control of contracted goods or services to a customer.

 

Software development services

 

Revenues generated from software development services is earned by the Group to design software system based on client’s specification or provide them with standard software. The identified promises include (1) developing software according to client specification, (2) testing and deployment of software, (3) delivering software (including but not limited to source code, etc.) to client, (4) providing training on the use of software, and (5) option to purchase warranty. The single performance obligation identified is to develop software according to client specification. Promises (1), (2) and (3) are interrelated and cannot be separated or differentiated, because testing and deployment and delivery of software cannot be benefited on their own or with other readily available resources, except with the developed software. Promises (4) and (5) identified above are immaterial when considered both qualitative and quantitative factors of these performance obligations. In the same contract, the Company provides a twelve-month free warranty after the customized application is delivered. This warranty is an assurance-type warranty so the Company does not consider it as a separate performance obligation. The costs to the Company in fulfilling its obligation under the warranty clause have been immaterial. The sole performance obligation identified is the developing, testing and deployment, and delivery of software. The Group is the principal party in fulfilling the identified performance obligation. The revenue is recognized at a point in time when it delivers the software to the client for acceptance testing and the acceptance report is signed, which represents the point in time which the performance obligation is satisfied and when the control of the software is transferred to the client.

 

F-9


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

2. Summary of Significant Accounting Policies (cont.)

 

Revenues are measured as the amount of consideration the Group expects to receive in exchange for transferring software to customers. Consideration is recorded net of value-added tax, and there is no variable consideration exists in the software development services.

 

Exhibition and conference services

 

Revenues generated from exhibition and conference services is earned by the Group to provide IT services to exhibition or conference organizers. The service includes gates, ticketing machine, ticket reader, face recognition equipment, health code reader and personnel required to operate the equipment. The service contract is usually for a fixed period covering the set-up time and the exhibition or conference period. For this type of service, the series of tasks discussed above are interrelated and cannot be separated or differentiated, because the goal of the clients is to have a usable system for the exhibition and conference. They cannot benefit from individual task. The single performance obligation identified is the complete service is provided to the client during the contract period. The Group is the principal party in fulfilling the identified performance obligation. The control of the service is transferred to the client at a point in time when the complete service is provided to the client, as the client can only be benefited when the complete service is provided. Thus the revenue is recognized at a point in time when the provision of service is completed.

 

Revenues are measured as the amount of consideration the Group expects to receive in exchange for providing the service to customers. Consideration is recorded net of value-added tax, and there is no variable consideration exists in the exhibition and conference services.

 

Hardware sales

 

Revenue generated from hardware sales when the Group provides sales of gates, blue-tooth door key and face recognition device which are usually used in conjunction with the software system developed by the Group. The hardware can be provided with or without the installation services. The covenants identified are the provision of hardware and the installation service. For this type of revenue, the installation service is relatively immaterial compared to the hardware sales as it is usually free of charge and is only an accessory process to make the hardware operable. The single performance obligation identified is the provision of hardware to the customers. The recognition of the revenue is when the customer has confirmed the receipt of the hardware, which is the point in time that the control of the product is transferred to the customer and the performance obligation is satisfied.

 

The Group presents the revenue generated from its hardware sales on a gross basis as the Group is the principal party in satisfying the performance obligation. The Group has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. In making this determination, the Group also assesses whether it is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators.

 

Revenues are measured as the amount of consideration the Group expects to receive in exchange for transferring products to customers. Consideration from product sales is recorded net of value-added tax, and there is no variable consideration exists in the hardware sales. There is also no sales return from the hardware sales after the customer has confirmed the receipt of hardware.

 

Others

 

Revenues generated from others represent the usage based fees the Group charged for a percentage of payments that passed through the Group’s software system, which is mainly used by property management company for collecting management fee. The single performance obligation identified is the provision of service for customer to collect relative payment. Proceeds allocated to others are recognized as revenue when the payment is completed, which is the point that the control of the service is transferred to the customer.

 

F-10


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

2. Summary of Significant Accounting Policies (cont.)

 

Contract balance

 

When a revenue contract has been performed, the Group presents the contract in the consolidated balance sheet as a contract asset or a contract liability, depending on the relationship between the Group’s performance and the customer’s payment. Contract balances consist of accounts receivable, contract assets and contract liabilities.

 

Accounts receivable represent revenue recognized for the amounts invoiced and/or prior to invoicing when the Group has satisfied its performance obligation and has unconditional right to the payment. Contract assets represent the Group’s right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than the passage of time. As of December 31, 2024 and June 2024, the Group does not have any contract assets.

 

Contract liabilities consist of advance from customers, which represent the billings or cash received for services or product sales in advance of revenue recognition and is recognized as revenue when all of the Group’s revenue recognition criteria are met. For the six months ended December 31, 2024 and 2023, all contract liability at the beginning of the reporting period has been recognized as revenue during the years. The Group’s advance from customers amounted to $1,612 and $1,009 as of December 31, 2024 and June 30, 2024, respectively. The Group expects to recognize this balance as revenue over the next 12 months.

 

n) Cost of revenues

 

Cost of revenues primarily consist of cost of service provided, hardware cost, staff payroll and welfare, depreciation and other miscellaneous expenses.

 

o) General and administrative expenses

 

General and administrative expenses primarily consist of salaries and benefits of management, accounting and administrative personnel, office rentals, depreciation of office equipment, professional service fees, utilities and other office expenses.

 

p) Research and development expenses

 

Research and development expenses consist primarily of payroll and related expenses for research and development professionals, and other expenses related to technology and development functions. The Company follows the guidance in FASB ASC 985-20, Cost of Software to Be Sold, Leased or Marketed, regarding software development costs to be sold, leased, or otherwise marketed.

 

FASB ASC 985-20-25 requires research and development costs for software development to be expensed as incurred until the software model is technologically feasible. Technological feasibility is established when the enterprise has completed all planning, designing, coding, testing, and identification of risks activities necessary to establish that the product can be produced to meet its design specifications, features, functions, technical performance requirements. A certain amount of judgment and estimation is required to assess when technological feasibility is established, as well as the ongoing assessment of the recoverability of capitalized costs. The Company’s products reach technological feasibility shortly before the products are released and sold to the public. Therefore research and development costs are generally expensed as incurred.

 

F-11


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

2. Summary of Significant Accounting Policies (cont.)

 

q) Income taxes

 

The Group follows the guidance of ASC Topic 740 “Income taxes” and uses liability method to account for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Group records a valuation allowance to offset deferred tax assets, if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in statement of income and comprehensive income in the period that includes the enactment date.

 

r) Value added tax (“VAT”)

 

The Group is subject to VAT and related surcharges on revenue generated from software development services, exhibition and conference services, hardware sales and others. The Group records revenue net of VAT. This VAT may be offset by qualified input VAT paid by the Group to suppliers. Net VAT balance between input VAT and output VAT is recorded in the line item of other current assets on the consolidated balance sheets.

 

The VAT rate is 3% for small-scale value-added taxpayers providing services. Since March 1, 2020, the Treasury Department in PRC has announced various preferential tax treatment on VAT for small-scale value-added taxpayers. Taxation Announcement 2020#13 stated from March 1, 2020 to May 31, 2020, small-scale value-added taxpayers other than in Hubei province would be subject to a reduced value added tax rate of 1% on their taxable sales that used to subject to 3% VAT. Taxation Announcement 2020#24 extended the above preferential tax policy to December 31, 2020. In 2021, Taxation Announcement 2021#11 announced that from April 1, 2021 to December 31, 2021, small-scale value-added taxpayers with monthly sales of less than RMB150,000 will be exempt from VAT. Taxation Announcement 2022#15 stated that from April 1, 2022 to December 31, 2022, small-scale VAT taxpayers shall be exempt from VAT on taxable sales that used to subject to 3% VAT tax rate. Taxation Announcement 2023#1 stated that from January 2, 2023 to December 31, 2023, small-scale VAT taxpayers would be subject to a reduced value added tax rate of 1% on their taxable sales that used to subject to 3% VAT.

 

s) Uncertain tax positions

 

The Group uses a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the impact of an uncertain income tax position is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

 

Interest on non-payment of income taxes under requirement by tax law and penalties associated with tax positions when a tax position does not meet the minimum statutory threshold to avoid payment of penalties recognized, if any, will be classified as a component of the provisions for income taxes. The tax returns of the Group’s Hong Kong and PRC subsidiaries are subject to examination by the relevant local tax authorities. According to the Departmental Interpretation and Practice Notes No.11 (Revised) (“DIPN11”) of the Hong Kong Inland Revenue Ordinance (the “HK tax laws”), an investigation normally covers the six years of the assessment prior to the year of the assessment in which the investigation commences. In the case of fraud and willful evasion, the investigation is extended to cover ten years of assessment. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. For the periods ended December 31, 2024 and 2023, the Group did not have any material interest or penalties associated with tax positions. The Group did not have any significant unrecognized uncertain tax positions as of December 31, 2024 or June 30, 2024. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

 

F-12


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

2. Summary of Significant Accounting Policies (cont.)

 

t) Segment reporting

 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (the “CODM”), which is comprised of certain members of the Group’s management team. Consequently, the Group has determined that it has only one reportable operating segment.

 

u) Comprehensive income

 

Comprehensive income includes all changes in equity from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. For the years presented, total comprehensive income included foreign currency translation adjustments.

 

v) Earnings (loss) per share

 

Earnings (loss) per share is computed in accordance with ASC 260. The two-class method is used for computing earnings per share in the event the Group has net income available for distribution. Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. For the six months ended December 31, 2024 and 2023, there were only Class A Ordinary Shares issued and outstanding, so the two-class method is not applicable as no participating securities existed.

 

Basic earnings per ordinary share is computed by dividing net income attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive or in the case of contingently issuable shares that all necessary conditions for issuance have not been satisfied.

 

w)  Commitments and contingencies

 

The Group accrues estimated losses from loss contingencies by a charge to income when information available before financial statements are issued or are available to be issued indicates that it is probable that an asset had been impaired, or a liability had been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

 

As of both December 31, 2024 and June 30, 2024, there were no contingent liabilities relating to litigations against the Group.

 

x) Lease

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The amendments in this ASU require that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments — Credit losses (Topic 326), Derivative and Hedging (Topic 815), and Lease (Topic 842): Effective Date. ASU2019-10 amends the effective dates for ASU No. 2016-02. The Group fits the requirement for other entities and has adopted ASU2016-02 for fiscal year ended June 30, 2023. The Company has adopted the amendments with no material change to the Group’s balance sheet to recognize right-of-use assets and related lease liabilities for operating leases.

 

F-13


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

2. Summary of Significant Accounting Policies (cont.)

 

y) Reclassification

 

Certain prior year amounts have been reclassified to conform to the current presentation. These reclassifications had no impact on net earnings and financial position.

 

z) Recent issued or adopted accounting standards

 

The Group is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Group does not opt out of extended transition period for complying with any new or revised financial accounting standards. Therefore, the Group’s financial statements may not be comparable to companies that comply with public company effective dates.

 

In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative”. The amendments in this ASU are in response to the U.S. Securities and Exchange Commission’s (SEC) Release No. 33-10532, Disclosure Update and Simplification, in which the SEC referred certain of its disclosure requirements that overlap with, but require incremental information to, generally accepted accounting principles to the FASB for potential incorporation into the Codification. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years later. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Group is still evaluating the impact of this amendment to the Group’s consolidated financial position, results of operations and cash flow.

 

In December 2023, the FASB issued ASU 2023-09, “Improvement to Income Tax Disclosure”. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025.

 

Other accounting pronouncements that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Group’s consolidated financial position and results of operations upon adoption.

 

3. Accounts Receivables, net

 

    As of
December 31,
2024
    As of
June 30,
2024
 
    US$     US$  
Less than 6 months     2,276,202       1,530,290  
More than 6 months but less than 1 year     379,825       518,615  
More than 1 year     135,504       96,028  
      2,791,531       2,144,933  
Allowance for credit losses     (108,280 )     (46,706 )
Total     2,683,251       2,098,227  

 

F-14


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

3. Accounts Receivables, net (cont.)

 

The roll forward schedule of accounts receivable allowance is as follows:

 

    Amount  
    US$  
Balance as of July 1, 2023      
Addition     (46,981 )
Write off      
Effect of exchange rate difference     275  
Balance as of June 30, 2024     (46,706 )
Addition     (62,094 )
Write off      
Effect of exchange rate difference     520  
Balance as of December 31, 2024     (108,280 )

 

For the six months ended December 31, 2024 and for the year ended June 30, 2024, US$62,094 and $46,981 credit losses expense was recognized against its accounts receivable.

 

4. Deposits, Prepayments and Other Current Assets

 

    As of
December 31,
2024
    As of
June 30,
2024
 
    US$     US$  
Deposits for purchase of vehicle           25,358  
Prepaid software development expense     408,724        
Prepaid social insurance     8,232       8,206  
Deposit for office lease     7,045       7,076  
Other current assets     688       821  
Deposits, prepayments and other current assets     424,689       41,461  

 

5. Property and Equipment, Net

 

    December 31,
2024
    June 30,
2024
 
    US$     US$  
Electronic equipment     122,404       122,945  
Furniture, fixtures and other equipment     2,033       2,042  
Leasehold improvement     10,987       11,035  
Property and equipment, cost     135,424       136,022  
Less: accumulated depreciation     (126,749 )     (124,806 )
      8,675       11,216  

 

Depreciation expenses for the six months ended December 31, 2024 and 2023 were approximately $2,534 and $3,384, respectively.

 

For the six months ended December 31, 2024 and 2023, no impairment loss was recognized for the Group’s property and equipment.

 

F-15


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

6. Accrued Expenses and Other Liabilities

 

    December 31,
2024
    June 30,
2024
 
    US$     US$  
Payroll payables     223,811       269,359  
Accrued professional fees     14,035       26,145  
Accrued expenses and other liabilities     237,846       295,504  

 

7. Income Taxes

 

The entities within the Group file separate tax returns in the respective tax jurisdictions in which they operate.

 

British Virgin Islands (“BVI”)

 

Under the current laws of the BVI, the Group’s subsidiaries incorporated in BVI are not subject to tax on income or capital gains. Additionally, upon payments of dividends by these BVI companies to its respective shareholders, no BVI withholding tax will be imposed.

 

Hong Kong, PRC

 

Our subsidiary, HK 3e Network, is a Hong Kong entity subject to the two-tier profits tax rates system, which was introduced under the Inland Revenue (Amendment) (No.3) Ordinance 2018 (the “Ordinance”) of Hong Kong, and applies for a year of assessment commencing on or after 1 April 2018.

 

Under the two-tier profit tax rates regime, the profits tax rate for the first HKD 2 million of assessable profits of a corporation will be subject to the lowered tax rate of 8.25% while the remaining assessable profits will be subject to the tax rate of 16.5%.

 

In respect of dividends paid to HK 3e Network by Guangzhou 3e Network and Guangzhou Sanyi Network, under Hong Kong’s Foreign-sourced Income Exemption regime effective from 1 January 2023, income arising in or derived from a territory outside Hong Kong (such as dividends) received by a Hong Kong entity which is a multinational enterprise entity (“MNE entity”) carrying on business in Hong Kong may be regarded as specified foreign-sourced income which will be deemed to be sourced from Hong Kong and chargeable to profits tax, subject to certain exemptions. In addition, payments of dividends from our Hong Kong subsidiary to its shareholder(s) are not subject to any Hong Kong withholding tax.

 

Mainland, PRC

 

The Group’s PRC subsidiaries are governed by the income tax law of the PRC and are subject to the PRC enterprise income tax (“EIT”). The EIT rate of PRC is 25%, which applies to both domestic and foreign invested enterprises.

 

For the six months ended December 31, 2024 and 2023, the income tax rate of the Group’s PRC subsidiaries is 25%.

 

    For the six months ended
December 31
 
    2024     2023  
    US$     US$  
Current tax expense     132,142       25,228  
Deferred tax expense     65,626       91,275  
Income tax expenses     197,768       116,503  

 

F-16


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

7. Income Taxes (cont.)

 

A reconciliation of the income tax expense determined at the PRC statutory income tax rate to the Group’s actual income tax expense is as follows:

 

    For the six months ended
December 31,
 
    2024     2023  
    US$     US$  
Income before income tax expense     1,267,095       800,896  
PRC statutory income tax rate     25 %     25 %
Income tax at PRC statutory income tax rate     316,774       200,224  
Difference due to preferential tax     (94,614 )     (53,863 )
Super deduction of qualified R&D expenditures     (37,446 )     (29,859 )
Non-deductible items     110        
Utilization of tax loss carried forward     (61,887 )     (91,275 )
Realization of deferred tax assets     74,831       91,275  
Income tax expense     197,768       116,503  

 

The Group’s deferred tax assets at December 31, 2024 and June 30, 2024 were as follows:

 

    As of
December 31,
2024
    As of
June 30,
2024
 
    US$     US$  
Deferred tax assets     39,872       104,857  
Less, valuation allowance            
Deferred tax assets, net     39,872       104,857  

 

Deferred tax assets represented net operating losses (NOLs) carryforward and accrued credit losses expense. Total NOLs carryforwards of the Group’s subsidiary in mainland China is RMB989,572 and RMB2,708,625 as of December 31, 2024 and June 30, 2024, respectively. As of December 31, 2024, nil NOL would expire by 2024 if not utilized. For the six months ended December 31, 2024 and 2023, deferred tax assets from accrued credit losses expense were RMB43,644 and nil, respectively.

 

For the six months ended December 31, 2024 and 2023, the Group did not have any material interest or penalties associated with tax positions. The Group did not have any significant unrecognized uncertain tax positions as of December 31, 2024 or June 30, 2024. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

 

8. Ordinary Shares

 

As of December 31, 2024 and June 30, 2024, the Company had 10,000,000 Ordinary Shares, with par value of US$0.0001 each. On January 3, 2024, the Company filed the Amended and Restated Articles with the Registrar of Corporate Affairs to increase its authorized shares from 50,000 ordinary shares, par value of $1 per share, to 500,000,000 ordinary shares, par value of $0.0001 per share, consisting of (i) 400,000,000 Class A Ordinary Shares, par value of $0.0001, and (ii) 100,000,000 Class B Ordinary Shares, par value of $0.0001. In respect of matters requiring a shareholders’ vote, holders of Class A Ordinary Shares shall be entitled to one vote per share on all matters subject to the vote at general meetings of our company, while holders of Class B Ordinary Shares shall be entitled to 20 votes per share. Simultaneously, the Company effectuated a forward split of all issued and outstanding ordinary shares at a ratio of 1-for-10,000, and converted all existing issued and outstanding ordinary shares into Class A Ordinary Shares of the Company at a ratio of 1-for-1.

 

F-17


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

8. Ordinary Shares (cont.)

 

As a result, as of the date hereof, there are 10,000,000 issued and outstanding Class A Ordinary Shares of the Company. Such share numbers are retrospectively applied to all periods presented as if the 10,000,000 Class A Ordinary Shares and nil Class B Ordinary Shares existed from the beginning of the first year presented.

 

9. Restricted Net Assets

 

The Group’s operations are conducted through its PRC subsidiaries. The Group’s ability to pay dividends is primarily dependent on receiving distributions of funds from its PRC subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by its PRC subsidiaries only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations, and after it has met the PRC requirements for appropriation to statutory reserves. Paid in capital of the PRC subsidiaries included in the Group’s consolidated net assets are also non-distributable for dividend purposes.

 

In accordance with the PRC regulations on Enterprises with Foreign Investment, a WFOE established in the PRC is required to provide certain statutory reserves, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A WFOE is required to allocate at least 10% of its annual after-tax profit to the general reserve until such reserve has reached 50% of its registered capital based on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. The Group’s WFOE is subject to the above mandated restrictions on distributable profits.

 

As a result of these PRC laws and regulations, the Group’s PRC subsidiary is restricted in its ability to transfer a portion of its net assets to the Company. As of December 31, 2024 and June 30, 2024, net assets restricted in the aggregate, which include paid-in capital and statutory reserve of the Group’s PRC subsidiaries, that is included in the Group’s consolidated net assets were approximately $840,385 and $810,484, respectively.

 

10. Employee Defined Contribution Plan

 

Full time employees of the Group’s subsidiaries in PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. The related labor regulations of PRC require that the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits were US$54,010 and US$40,575 for the six months ended December 31, 2024 and 2023, respectively., respectively.

 

11. Concentration of Risk

 

Credit risk

 

Financial instruments that potentially subject the Group to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable and due from related parties. As of December 31, 2024, all of the Groups’ cash and cash equivalents and restricted cash was held by major financial institutions located in PRC. The Group believes that these financial institutions located in PRC are of high credit quality. For accounts receivable and due from related parties, the Group extends credit based on an evaluation of the customer’s or other parties’ financial condition, generally without requiring collateral or other security. In order to minimize the credit risk, the Group delegated a team responsible for credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. Further, the Group reviews the recoverable amount of each individual receivable at each balance sheet date to ensure that adequate allowances are made for credit losses. In this regard, the Group considers that the Group’s credit risk for accounts receivable and due from related parties is significantly reduced.

 

F-18


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

11. Concentration of Risk (cont.)

 

Concentration of customers and suppliers

 

The following tables summarized the information about the Group’s concentration of customers and suppliers for the six months ended December 31, 2024 and 2023 or as of December 31, 2024 and June 30, 2024, respectively:

 

    A     B     C     D     E     F     G     H     I     J     K  
Revenues, customer concentration risk                                                                                        
Six months ended December 31, 2024           *                  
     
*
     
      11 %     32 %     21 %     14 %
Six months ended December 31, 2023     31 %     24 %     15 %     15 %                                          
                                                                                         
Accounts receivable, customer concentration risk                                                                                        
As of December 31, 2024           *      
*
     
      13 %     *             13 %     36 %     14 %     16 %
As of June 30, 2024     13 %     16 %     *       *       18 %     16 %     13 %          
     
       

 

    L     M  
Purchase, supplier concentration risk            
Six months ended December 31, 2024     46 %     54 %
Six months ended December 31, 2023     100 %      
                 
Accounts payable, supplier concentration risk                
As of December 31, 2024           100 %
As of June 30, 2024     100 %      
____________

* Less than 10%.
No transaction incurred during the year/no balance existed as of the reporting date.

 

12. Commitments and Contingencies

 

As of December 31, 2024 and June 30, 2024, the Group has no operating lease commitment for more than 1 year.

 

For the six months ended December 31, 2024 and 2023, rental expenses under operating leases were approximately US$11,481 and US$14,012, respectively.

 

13. Earnings Per Share

 

Basic and diluted earnings per ordinary share for each of the year presented is calculated as follows:

 

    For the six months ended
December 31,
 
    2024     2023  
    US$     US$  
Numerators            
Net income     1,069,327       684,393  
                 
Denominators                
Weighted average number of Class A Ordinary Shares outstanding-Basic and diluted*     10,000,000       10,000,000  
Weighted average number of Class B Ordinary Shares outstanding-Basic and diluted*            
Net income per Class A Ordinary Share-Basic and diluted*     0.11       0.07  
Net income per Class B Ordinary Share-Basic and diluted*            

 

F-19


 

3 E NETWORK TECHNOLOGY GROUP LIMITED
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

14. Due From/(To) Related Parties

 

The following is a list of the related parties with whom the Group conducted transactions during the six months ended December 31, 2024 and 2023, and their relation with the Group:

 

Name of the related parties   Relation with the Group
Mr. Joseph Shu Sang Law   Chairman of board of director
Mr. Tingjun Yang   Co-chief executive officer and director
Mr. Ye Tao   Co-chief executive officer
Mr. Zhiyong Lin   Chief technical officer
Ms. Hui Wang   Former chief financial officer

 

    As of
December 31,
2024
    As of
June 30,
2024
 
    US$     US$  
Due from related parties – current            
Mr. Ye Tao   $ 5,936     $ 5,962  
Ms. Hui Wang           25,614  
Mr. Zhiyong Lin           437  
    $ 5,936     $ 32,013  

 

Due from related parties represents cash advanced to these related parties to use for the Company’s operations.

 

    As of
December 31,
2024
    As of
June 30,
2024
 
    US$     US$  
Due to a related party – current            
Mr. Tingjun Yang   $ 63,000     $  
    $ 63,000     $  
                 
Due to a related party – non-current                
Mr. Joseph Shu Sang Law   $ 85,567     $ 402,202  
    $ 85,567     $ 402,202  

 

Due to a related party – current represented the payment from this related party on behalf of the Company for the Company’s operation. Due to a related party – non-current represents interest-free loan payable on money borrowed by the Company and used for daily operation. The payable is interest-free and has maturity date on September 30, 2027. As of the date of this financial statement, nil of the payable has been settled.

 

F-20


 

The major related party transactions with Mr. Joseph Shu Sang Law are summarized as follows:

 

    Amount
due to
 
    US$  
Balance as of July 1, 2024   $ 402,202  
Loan borrowed from related party     50,859  
Repayment of loan to related party     (370,541 )
Exchange rate translation difference     3,047  
Balance as of December 31, 2024   $ 85,567  

 

15. Subsequent Events

 

On January 10, 2025, the Company closed its initial public offering (the “IPO”) of 1,250,000 Class A ordinary shares, par value $0.0001 per share (the “Shares”). The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-276180, “Form F-1”), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 21, 2023 (as amended), and registration statement on Form F-1MEF (File No. 333-284169, “Form F-1 MEF”) (Form F-1 and Form F-1MEF, together, the “Registration Statements”). The registration statement on Form F-1 was declared effective by the SEC on December 20, 2024, and the registration statement on Form F-1 MEF became effective upon filing on January 7, 2025. The Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The total gross proceed and net proceed received by the Company is $5,000,000 and $4,301,959, respectively. An option for a period of 45 days after the effective date of the Registration Statements was granted to the underwriters to purchase up to 15% of the total number of the Class A ordinary shares to be offered in this IPO at the price of $4.00 per share.

 

The Company has granted the underwriters warrants to purchase Class A Ordinary Shares equal to five percent (5%) of the total number of Class A ordinary shares sold in this IPO, exercisable upon the closing of the IPO, at a price of $4.00 per share. The Shares were previously approved for listing on the Nasdaq Capital Market and commenced trading under the ticker symbol “MASK.”

 

On March 21, 2025, the Hong Kong subsidiary of the Company, 3e Network Technology Company Limited (“HK 3e Network”), entered into two equity transfer agreements (“Equity Transfer Agreements”) with HongKong Techfaith Limited (“Techfaith”), under which HK 3e Network has agreed to sell, and Techfaith has agreed to acquire (“Share Transfer”): (i) 60% of equity interest of Guangzhou Sanyi Network for a total consideration of approximately RMB6,204,000 in cash; and (ii) 100% of equity interest of Guangzhou 3E Network for a total consideration of approximately RMB1,390,000 in cash. The Equity Transfer Agreements contain certain customary representations and warranties and closing conditions. As of the date of this report, the transaction is not yet closed.

 

The Company has evaluated subsequent events through the date of issuance of these interim consolidated financial statements, which was through April 16, 2025, and noted that there are no other material subsequent events.

 

F-21

0 0 0 0 P10Y P3Y P5Y P10Y 0.0001 1 Less than 10%. No transaction incurred during the year/no balance existed as of the reporting date. 0001993097 false 2024-12-31 Q2 --06-30 HK 0001993097 2024-07-01 2024-12-31 0001993097 2024-12-31 0001993097 2024-06-30 0001993097 us-gaap:CommonClassAMember 2024-12-31 0001993097 us-gaap:CommonClassAMember 2024-06-30 0001993097 us-gaap:CommonClassBMember 2024-12-31 0001993097 us-gaap:CommonClassBMember 2024-06-30 0001993097 mask:SoftwareDevelopmentServicesMember 2024-07-01 2024-12-31 0001993097 mask:SoftwareDevelopmentServicesMember 2023-07-01 2023-12-31 0001993097 mask:ExhibitionAndConferenceServicesMember 2024-07-01 2024-12-31 0001993097 mask:ExhibitionAndConferenceServicesMember 2023-07-01 2023-12-31 0001993097 mask:HardwareSalesMember 2024-07-01 2024-12-31 0001993097 mask:HardwareSalesMember 2023-07-01 2023-12-31 0001993097 us-gaap:ProductAndServiceOtherMember 2024-07-01 2024-12-31 0001993097 us-gaap:ProductAndServiceOtherMember 2023-07-01 2023-12-31 0001993097 2023-07-01 2023-12-31 0001993097 mask:TaxesAndOtherSurchargesMember 2024-07-01 2024-12-31 0001993097 mask:TaxesAndOtherSurchargesMember 2023-07-01 2023-12-31 0001993097 us-gaap:CommonClassAMember 2024-07-01 2024-12-31 0001993097 us-gaap:CommonClassAMember 2023-07-01 2023-12-31 0001993097 us-gaap:CommonClassBMember 2024-07-01 2024-12-31 0001993097 us-gaap:CommonClassBMember 2023-07-01 2023-12-31 0001993097 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-06-30 0001993097 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-06-30 0001993097 mask:SubscriptionReceivableMember 2023-06-30 0001993097 mask:StatutoryReserveMember 2023-06-30 0001993097 us-gaap:RetainedEarningsMember 2023-06-30 0001993097 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-06-30 0001993097 2023-06-30 0001993097 us-gaap:RetainedEarningsMember 2023-07-01 2023-12-31 0001993097 mask:SubscriptionReceivableMember 2023-07-01 2023-12-31 0001993097 mask:StatutoryReserveMember 2023-07-01 2023-12-31 0001993097 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-01 2023-12-31 0001993097 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-12-31 0001993097 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-12-31 0001993097 mask:SubscriptionReceivableMember 2023-12-31 0001993097 mask:StatutoryReserveMember 2023-12-31 0001993097 us-gaap:RetainedEarningsMember 2023-12-31 0001993097 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001993097 2023-12-31 0001993097 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-06-30 0001993097 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-06-30 0001993097 mask:SubscriptionReceivableMember 2024-06-30 0001993097 mask:StatutoryReserveMember 2024-06-30 0001993097 us-gaap:RetainedEarningsMember 2024-06-30 0001993097 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-06-30 0001993097 us-gaap:RetainedEarningsMember 2024-07-01 2024-12-31 0001993097 mask:StatutoryReserveMember 2024-07-01 2024-12-31 0001993097 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-07-01 2024-12-31 0001993097 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-12-31 0001993097 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-12-31 0001993097 mask:SubscriptionReceivableMember 2024-12-31 0001993097 mask:StatutoryReserveMember 2024-12-31 0001993097 us-gaap:RetainedEarningsMember 2024-12-31 0001993097 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001993097 2024-01-03 0001993097 mask:ThreeENetworkTechnologyHoldingsLimitedMember 2024-07-01 2024-12-31 0001993097 mask:ThreeENetworkTechnologyCompanyLimitedMember 2024-07-01 2024-12-31 0001993097 mask:Guangzhou3eNetworkTechnologyCompanyLimitedGuangzhouSanyiNetworkMember 2024-07-01 2024-12-31 0001993097 mask:Guangzhou3ENetworkTechnologyCompanyLimitedGuangzhou3ENetworkMember 2024-07-01 2024-12-31 0001993097 us-gaap:InlandRevenueHongKongMember 2024-07-01 2024-12-31 0001993097 us-gaap:StateAdministrationOfTaxationChinaMember 2024-07-01 2024-12-31 0001993097 currency:CNY mask:BalanceSheetMember 2024-12-31 0001993097 currency:CNY mask:BalanceSheetMember 2024-06-30 0001993097 currency:HKD mask:BalanceSheetMember 2024-12-31 0001993097 currency:HKD mask:BalanceSheetMember 2024-06-30 0001993097 currency:CNY mask:ConsolidatedStatementsOfOperationsAndComprehensiveIncomeAndCashFlowsMember 2024-12-31 0001993097 currency:CNY mask:ConsolidatedStatementsOfOperationsAndComprehensiveIncomeAndCashFlowsMember 2023-12-31 0001993097 currency:HKD mask:ConsolidatedStatementsOfOperationsAndComprehensiveIncomeAndCashFlowsMember 2024-12-31 0001993097 currency:HKD mask:ConsolidatedStatementsOfOperationsAndComprehensiveIncomeAndCashFlowsMember 2023-12-31 0001993097 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2024-12-31 0001993097 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2024-12-31 0001993097 us-gaap:ElectricGenerationEquipmentMember 2024-12-31 0001993097 2023-07-01 2024-06-30 0001993097 mask:LessThan6MonthsMember 2024-12-31 0001993097 mask:LessThan6MonthsMember 2024-06-30 0001993097 mask:MoreThan6MonthsButLessThan1YearMember 2024-12-31 0001993097 mask:MoreThan6MonthsButLessThan1YearMember 2024-06-30 0001993097 mask:MoreThan1YearMember 2024-12-31 0001993097 mask:MoreThan1YearMember 2024-06-30 0001993097 us-gaap:ElectricGenerationEquipmentMember 2024-06-30 0001993097 us-gaap:FurnitureAndFixturesMember 2024-12-31 0001993097 us-gaap:FurnitureAndFixturesMember 2024-06-30 0001993097 us-gaap:LandImprovementsMember 2024-12-31 0001993097 us-gaap:LandImprovementsMember 2024-06-30 0001993097 us-gaap:InlandRevenueHongKongMember 2024-07-01 2024-12-31 0001993097 country:CN 2024-07-01 2024-12-31 0001993097 country:CN 2023-07-01 2023-12-31 0001993097 country:CN 2024-12-31 2024-12-31 0001993097 country:CN 2023-07-01 2024-06-30 0001993097 us-gaap:CommonStockMember 2024-12-31 0001993097 us-gaap:CommonStockMember 2024-06-30 0001993097 mask:ForwardStockSplitMember 2024-07-01 2024-12-31 0001993097 mask:ForwardStockSplitMember us-gaap:CommonClassAMember 2024-07-01 2024-12-31 0001993097 mask:CustomerEMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerFMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerGMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerHMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerIMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerJMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerKMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2023-12-31 0001993097 mask:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2023-12-31 0001993097 mask:CustomerCMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2023-12-31 0001993097 mask:CustomerDMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2023-12-31 0001993097 mask:CustomerEMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2023-12-31 0001993097 mask:CustomerFMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2023-12-31 0001993097 mask:CustomerGMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2023-12-31 0001993097 mask:CustomerCMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerDMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerEMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerHMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerIMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerJMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerKMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 mask:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2024-06-30 0001993097 mask:CustomerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2024-06-30 0001993097 mask:CustomerCMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2024-06-30 0001993097 mask:CustomerDMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2024-06-30 0001993097 mask:CustomerEMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2024-06-30 0001993097 mask:CustomerFMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2024-06-30 0001993097 mask:CustomerGMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2024-06-30 0001993097 mask:CustomerIMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2024-06-30 0001993097 mask:CustomerJMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2024-06-30 0001993097 mask:CustomerLMember us-gaap:CostOfGoodsProductLineMember us-gaap:CustomerConcentrationRiskMember 2024-07-01 2024-12-31 0001993097 us-gaap:CostOfGoodsProductLineMember us-gaap:SupplierConcentrationRiskMember mask:SupplierMMember 2024-07-01 2024-12-31 0001993097 mask:CustomerLMember us-gaap:CostOfGoodsProductLineMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2023-12-31 0001993097 us-gaap:CostOfGoodsProductLineMember us-gaap:SupplierConcentrationRiskMember mask:SupplierMMember 2023-07-01 2023-12-31 0001993097 us-gaap:AccountsPayableMember us-gaap:SupplierConcentrationRiskMember mask:SupplierMMember 2024-07-01 2024-12-31 0001993097 mask:CustomerLMember us-gaap:AccountsPayableMember us-gaap:CustomerConcentrationRiskMember 2023-07-01 2024-06-30 0001993097 us-gaap:AccountsPayableMember us-gaap:SupplierConcentrationRiskMember mask:SupplierMMember 2023-07-01 2024-06-30 0001993097 mask:MrJosephShuSangLawMember 2024-07-01 2024-12-31 0001993097 mask:MrTingjunYangMember 2024-07-01 2024-12-31 0001993097 mask:MrYeTaoMember 2024-07-01 2024-12-31 0001993097 mask:MrZhiyongLinMember 2024-07-01 2024-12-31 0001993097 mask:MsHuiWangMember 2024-07-01 2024-12-31 0001993097 mask:MrYeTaoMember 2024-12-31 0001993097 mask:MrYeTaoMember 2024-06-30 0001993097 mask:MsHuiWangMember 2024-12-31 0001993097 mask:MsHuiWangMember 2024-06-30 0001993097 mask:MrZhiyongLinMember 2024-12-31 0001993097 mask:MrZhiyongLinMember 2024-06-30 0001993097 mask:MrTingjunYangMember 2024-12-31 0001993097 mask:MrTingjunYangMember 2024-06-30 0001993097 mask:MrJosephShuSangLawMember 2024-12-31 0001993097 mask:MrJosephShuSangLawMember 2024-06-30 0001993097 mask:MrJosephShuSangLawMember 2024-07-01 2024-12-31 0001993097 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember us-gaap:IPOMember 2025-01-10 2025-01-10 0001993097 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember us-gaap:IPOMember 2025-01-10 0001993097 us-gaap:SubsequentEventMember us-gaap:IPOMember 2025-01-10 0001993097 us-gaap:SubsequentEventMember us-gaap:IPOMember 2025-01-10 2025-01-10 0001993097 us-gaap:SubsequentEventMember 2025-03-21 2025-03-21 iso4217:USD iso4217:USD xbrli:shares xbrli:shares xbrli:pure iso4217:CNY iso4217:HKD