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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
file number
(Exact name of registrant as specified in its charter)
|
State or other jurisdiction of incorporation or organization |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 13, 2026, there were shares of Class A Ordinary Shares outstanding and shares of Class B Ordinary Shares outstanding.
TABLE OF CONTENTS
| PART I FINANCIAL INFORMATION | ||
| ITEM 1. | FINANCIAL STATEMENTS (Unaudited) | F-1 |
| Condensed Consolidated Balance Sheets | F-1 | |
| Condensed Consolidated Statements of Operations | F-2 | |
| Condensed Consolidated Statement of Comprehensive Income (Loss) | F-3 | |
| Condensed Consolidated Statements of Stockholders’ Equity | F-4 | |
| Condensed Consolidated Statements of Cash Flows | F-6 | |
| Notes to the Condensed Consolidated Financial Statements | F-7 | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 3 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 14 |
| ITEM 4. | CONTROLS AND PROCEDURES | 14 |
| PART II OTHER INFORMATION | ||
| ITEM 1. | LEGAL PROCEEDINGS | 15 |
| ITEM 1A. | RISK FACTORS | 15 |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 16 |
| ITEM 6. | EXHIBITS | 16 |
| SIGNATURES | 17 | |
| 2 |
ITEM 1. FINANCIAL STATEMENTS:
OFA GROUP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars, except for the number of shares)
| June 30, 2026 | March 31, 2026 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash-held by affiliate | ||||||||
| Prepaid expense | ||||||||
| Contract assets | ||||||||
| Account receivables, net | ||||||||
| Deferred offering costs | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Rent deposit | ||||||||
| Right-of-use asset - operating lease | ||||||||
| Property, plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Account payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Contract liabilities | ||||||||
| Current maturities of loan payable | ||||||||
| Due to related parties | ||||||||
| Operating lease liabilities | ||||||||
| Commitment fee payable | ||||||||
| Total current liabilities | ||||||||
| Non-Current liabilities: | ||||||||
| Loan payable, net of current | ||||||||
| Operating lease liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Mezzanine Equity | ||||||||
| Series A Convertible Redeemable Preferred Shares, $ par value, shares authorized as of June 30, 2026 and March 31, 2026, respectively, and shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively. | ||||||||
| Preferred stock payable | ||||||||
| Total mezzanine equity | ||||||||
| Shareholders’ equity: | ||||||||
| Class A Ordinary Shares, with $ par value, shares authorized, and shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively | ||||||||
| Class B Ordinary Shares, with $ par value, shares authorized, shares issued and outstanding as of June 30, 2026 and March 31, 2026 | ||||||||
| Additional paid-in capital | ||||||||
| Share payable | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Accumulated other comprehensive income | ||||||||
| Total shareholders’ equity (deficit) | ||||||||
| Total liabilities, Mezzanine Equity and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| * | Giving retroactive effect to the one-for-ten share consolidation announced on July 27, 2026 and effective on July 31, 2026, as described in Note 1. |
| F-1 |
OFA GROUP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in U.S. Dollars, except for the number of shares)
| For The Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue | ||||||||
| Project income | ||||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Depreciation and amortization | ||||||||
| Selling, general and administrative | ||||||||
| Professional services | ||||||||
| Advertising and marketing | ||||||||
| Salaries and wages | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( |
) | ( |
) | ||||
| Other income (expense) | ||||||||
| Other income | ||||||||
| Interest expense | ( |
) | ( |
) | ||||
| Interest income | ||||||||
| Total other income, net | ||||||||
| Loss from operations before income taxes | ( |
) | ( |
) | ||||
| Provision for income taxes | ( |
) | ||||||
| Net Loss | ( |
) | ( |
) | ||||
| Dividends and accretion to redeemable preferred stock | ( |
) | ||||||
| Net Loss attributable to common shareholders | ( |
) | ( |
) | ||||
| Basic and diluted net loss per share, Class A Ordinary Shares | ) | ) | ||||||
| Weighted average shares outstanding, Class A Ordinary Shares | ||||||||
| Basic and diluted net loss per share, Class B Ordinary Shares | ||||||||
| Weighted average shares outstanding, Class B Ordinary Shares | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-2 |
OFA GROUP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Expressed in U.S. Dollars, except for the number of shares)
| For The Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net Loss | ( |
) | ( |
) | ||||
| Other comprehensive loss | ||||||||
| Foreign currency adjustments | ( |
) | ||||||
| Comprehensive loss | ( |
) | ( |
) | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
OFA GROUP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Expressed in U.S. Dollars, except for the number of shares)
| Ordinary Shares | Additional | Accumulated | Total | |||||||||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Share | Accumulated | Comprehensive | Shareholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | payable | Deficit | Income | Deficit | ||||||||||||||||||||||||||||
| Balance, March 31, 2025 (Audited) | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Shareholder Investment | - | - | ||||||||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||||||
| Shares to be issued for professional services | - | |||||||||||||||||||||||||||||||||||
| Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs | - | |||||||||||||||||||||||||||||||||||
| Deferred IPO costs reclassified to APIC | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Balance, June 30, 2025 (Unaudited) | ( |
) | ||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 (Audited) | ( |
) | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | ||||||||||||||||||||||||||||||||||
| Issuance of common stock upon conversion of Series A Preferred Shares | - | |||||||||||||||||||||||||||||||||||
| Dividends on Series A Preferred Shares | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Adjustment to redemption value | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Balance, June 30, 2026 (Unaudited) | ( |
) | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
*Giving retroactive effect to the one-for-ten share consolidation announced on July 27, 2026 and effective on July 31, 2026, as described in Note 1.
| F-4 |
OFA GROUP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY
(Expressed in U.S. Dollars, except for the number of shares)
| Mezzanine Equity | ||||||||
| Shares | Amount | |||||||
| Balance, March 31, 2026 | ||||||||
| Preferred stock payable | ||||||||
| Conversion | ( |
) | ( |
) | ||||
| Dividends on Series A Preferred Shares | - | |||||||
| Adjustment to redemption value | - | ( |
) | |||||
| Balance, June 30, 2026 | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-5 |
OFA GROUP
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in U.S. Dollars, except for the number of shares)
| For The Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash flows from operating activities: | ||||||||
| Net Loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation expense | ||||||||
| Shares issued for professional services | ||||||||
| Shareholder investment | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Due to related party | ( |
) | ||||||
| Contract assets | ( |
) | ( |
) | ||||
| Account receivables | ||||||||
| Prepaid expenses | ( |
) | ||||||
| Rent deposit | ( |
) | ||||||
| Right-of-use asset | ( |
) | ||||||
| Right-of-use liabilities | ( |
) | ||||||
| Contract liabilities | ||||||||
| Account payable | ( |
) | ||||||
| Accrued expenses | ( |
) | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( |
) | ( |
) | ||||
| Net cash used in investing activities | ( |
) | ( |
) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of Class A Ordinary Shares upon initial public offering, net of underwriting discounts, commissions and other offering costs | ||||||||
| Proceeds from the issuance of Series A Preferred Shares, net | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( |
) | ||||||
| Effect of currency translation on cash and cash equivalents | ( |
) | ||||||
| Cash and restricted cash, beginning of the period | ||||||||
| Cash and restricted cash, end of the period | $ | $ | ||||||
| Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheet: | ||||||||
| Cash | ||||||||
| Restricted cash | ||||||||
| Total cash and cash equivalents and restricted cash | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Establishment of ROU assets and liabilities | $ | $ | ||||||
| Accretion to redeemable preferred equity | $ | $ | ||||||
| Dividends on Series A Preferred Shares | ||||||||
| Deferred IPO costs reclassified to APIC | $ | $ | ||||||
| Ordinary Shares issued for conversion of Series A Preferred Shares | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-6 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
NOTE 1. NATURE OF BUSINESS AND ORGANIZATION
OFA Group (the “Company” or “OFA”) is a limited liability company established under the laws of the Cayman Islands on August 27, 2024. It is a holding company with no business operation.
OFA, through its wholly-owned subsidiary, Office For Fine Architecture Limited (“OFA HK”), provides a wide range of service in Hong Kong, including interior design, fit out services, project management and application service. OFA HK provides design and fit out services for commercial and residential buildings. The design service includes both the consultation with its staff and the actual design work and OFA HK provides a specific conceptualized design with layout plans, detailed design drawings, advice relating to, among other things, budgetary consideration, optimal use of space, the materials, fittings, furniture, appliances and other items to be used with an aim to produce a preliminary design plan and quotation for clients’ considerations. Fit out works include installing protective materials to cover floors or walls, installing or constructing partition walls, windows and window frames and decorative fittings, furniture or fixtures, installing plumbing systems as well as installing switches, power outlets, telephone wiring, computer outlet covers and other electrical and wiring works. OFA HK is also focused on innovation, efficiency, and scalability, transitioning from a traditional project-based model to a subscription-based model for AI tools, real estate development and senior care infrastructure.
In May 2025, OFA HK entered into a Co-Development Agreement (the “Co-Development Agreement”) with a third-party contractor to co-develop the OFA QikBIM system. Under that agreement the contractor will develop AI software for automated architectural design and generation of structural and MEP construction drawings. The system is being designed for use by architects and designers, with potential future inclusion of building authorities.
In March 2026, the Company entered into a Real World Asset Tokenization Service Agreement (the “Tokenization Agreement”) with MD Queens Development LLC, or its designated special purpose vehicle (the “MD Queens”), in connection with a proposed mixed-use real estate development project located in Long Island City, New York (the “MD Queens Project”). Pursuant to the Tokenization Agreement, the Company, through its Hearth RWA tokenization platform, will provide certain blockchain-based tokenization infrastructure and related technology services in connection with the MD Queens Project.
In April 2026, the Company further expanded its international operations through the establishment of two wholly-owned subsidiaries in Japan, OFA Japan Inc. and OFA Japan Asset Management, Inc. OFA Japan Inc. will focus on project management services for land and real estate development projects in Japan. OFA Japan Asset Management is in the early stage of setup and development and will provide investment management, asset management, investment advisory and related financial consulting services. The establishment of these subsidiaries supports the Company’s continued expansion of its real estate development and asset management businesses in Asia.
| F-7 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as follows:
|
Date of Incorporation |
Jurisdiction of Formation |
Percentage of direct/indirect Economic Ownership |
Principal Activities | |||
Initial Public Offering
On
May 22, 2025, OFA completed its initial public offering (the “IPO”) of ( shares before giving effect to
the share consolidation) Ordinary Shares, par value $ per share, at a public offering price of $ ($ per share pre-share
consolidation) per share, generating gross proceeds of $
Prior to the completion of the IPO, deferred offering costs, which consisted primarily of accounting, legal and other professional fees directly attributable to the IPO, were capitalized within other current assets in the consolidated balance sheet. Upon the completion of the IPO, such deferred offering costs were reclassified to shareholders’ equity as a reduction of the IPO proceeds.
Share Consolidation
On
July 27, 2026, the Company announced a consolidation of its Class A Ordinary Shares at a ratio of one-for-ten (the “share consolidation”),
which became effective at 12:01 a.m. Eastern Time on July 31, 2026, following approval by the Company’s shareholders at an extraordinary
general meeting held on May 21, 2026. At the effective time,
All references to the number of Class A Ordinary Shares, share-based awards, and per-share amounts in these unaudited condensed consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the share consolidation for all periods presented, unless otherwise indicated.
| F-8 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
NOTE 2. BASIS OF PRESENTATION
Basis of Presentation
The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation, have been included. All intercompany balances and transactions have been eliminated in consolidation. These interim results are not necessarily indicative of the results to be expected for the year ending March 31, 2027, or for any other interim period or for any other future year.
There have been no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026.
Transition from Foreign Private Issuer Status
The Company previously qualified as a “foreign private issuer” (as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended) and reported with the U.S. Securities Exchange Commission (the “SEC”) on foreign private issuer forms, including its annual report on Form 20-F. As required, the Company re-assessed its foreign private issuer status as of September 30, 2025 and determined that it no longer qualified as a foreign private issuer as of that date.
Accordingly, effective April 1, 2026, the Company became subject to the reporting and other requirements applicable to U.S. domestic registrants. Beginning with the period covered by our Annual Report on Form 10-K for the year ended March 31, 2026, the Company files periodic reports with the SEC on the forms applicable to U.S. domestic issuers, including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and, when applicable, Annual Reports on Form 10-K, and is subject to the SEC’s proxy rules, Regulation FD, and the reporting requirements of Section 16 of the Exchange Act. Annual periods prior to March 31, 2026 were reported on Form 20-F as a foreign private issuer.
Going Concern
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
For
the three months ended June 30, 2026, the Company incurred a net loss of $
In response to these conditions, management has developed plans intended to alleviate such substantial doubt, including: (i) proceeds upon the completion of the Company’s on-going real world asset tokenization agreements; (ii) access to additional committed equity financing under the Company’s PIPE Purchase Agreement; (iii) the management of operating expenditures and discretionary spending to preserve liquidity; and (iv) the continued generation of revenue from the Company’s design, fit-out, project management and platform services. In addition, a portion of the Company’s current liabilities consists of contract liabilities representing consideration received in advance of the satisfaction of performance obligations, which are expected to be settled through the delivery of services rather than the payment of cash.
| F-9 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
Management believes that these plans, which are probable of being effectively implemented, will provide the Company with sufficient liquidity to meet its obligations as they become due for at least twelve months from the date these consolidated financial statements are issued. Accordingly, management has concluded that its plans alleviate the substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which opted out of utilizing the emerging growth company reduced reporting requirements difficult.
Use of Estimates and Assumptions
The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management, include, but are not limited to, the allowance for doubtful accounts, allowance for deferred tax assets, uncertain tax position, incremental borrowing rates used in calculation of the operating lease right-of-use assets and operating lease liabilities, the estimated cost and the input measure method used in revenue recognition, the valuation of share-based compensation expenses, and where consideration is received in cryptocurrency, fair value at the date of contract inception and the appropriate principal-market reference. Actual results could differ from those estimates, and as such, differences could be material to the unaudited condensed consolidated financial statements.
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.
| F-10 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
Foreign Currency Translation and Transaction
The Company’s principal country of operations is Hong Kong. The financial position and results of its operations are determined using their respective functional currencies, including Hong Kong Dollars (“HK$”), Renminbi (“RMB”), Japanese Yen (“JPY”) and U.S. Dollars (“US$”), based on the primary economic environment in which each entity operates. The Company’s unaudited condensed consolidated financial statements are reported using the U.S. Dollars (“US$” or “$”). Under the current rate method, the results of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in condensed consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s condensed consolidated statements of operations and comprehensive income (loss).
The following table outlines the currency exchange rates that were used in preparing the consolidated financial statements:
| June 30, 2026 | June 30, 2025 | |||||||
| Period-end spot rate | US$1=HK$ |
US$1=HK$ |
||||||
| US$1=RMB |
- | |||||||
| US$1=JPY |
- | |||||||
| Average rate | US$1=HK$ |
US$1=HK$ |
||||||
| US$1=RMB |
- | |||||||
| US$1=JPY |
- | |||||||
Recently issued accounting pronouncements
Recently issued accounting pronouncements not yet adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2025, for emerging growth companies, with early adoption permitted. The amendments should be applied prospectively however; retrospective application is also permitted. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements once adopted. We are currently evaluating the provisions of this ASU.
In November 2024, the FASB issued ASU No. 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.
| F-11 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU simplifies the capitalization guidance by removing all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout ASC 350-40. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date; or follow a modified transition approach that is based on the status of the respective projects and whether software costs were capitalized before the date of adoption; or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is permitted. We are currently evaluating the provisions of this ASU.
NOTE 3. ACCOUNT RECEIVABLES, NET
Accounts receivable, net consisted of the following at June 30, 2026 and March 31, 2026:
| June 30, 2026 | March 31, 2026 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for doubtful accounts | ||||||||
| Accounts receivable, net | $ | $ | ||||||
The movement of allowance for doubtful accounts are as follows:
| June 30, 2026 | March 31, 2026 | |||||||
| Beginning balance | $ | |||||||
| Write-off | ( |
) | ||||||
| Addition | ||||||||
| Exchange difference | ||||||||
| Ending balance | $ | |||||||
| F-12 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
NOTE 4. CONTRACT ASSETS/(LIABILITIES)
Projects with performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported on the Company’s balance sheets as “Contract assets”. Provisions for estimated losses of contract assets on uncompleted contracts are made in the period in which such losses are determined. Contract assets that have billing terms with unconditional rights to be billed beyond one year are classified as non-current assets.
Contract assets consisted of the following at June 30, 2026 and March 31, 2026:
| June 30, 2026 | March 31, 2026 | |||||||
| Revenue recognized to date | $ | $ | ||||||
| Less: progress billings to date | ( |
) | ( |
) | ||||
| Exchange difference | ||||||||
| Contract assets | $ | $ | ||||||
| Contract assets, current | $ | $ | ||||||
Contract liabilities consisted of the following at June 30, 2026 and March 31, 2026:
| June 30, 2026 | March 31, 2026 | |||||||
| Billings in advance of performance obligation under contracts | $ | $ | ||||||
Contract liabilities related to contracts are balances due to customers under contracts. This arises if a particular milestone payment exceeds the revenue recognized to date under the cost-to-cost method.
The movement in contract liabilities is as follows:
| June 30, 2026 | March 31, 2026 | |||||||
| Beginning Balance | $ | $ | ||||||
| Decrease in contract liabilities as a result of recognizing revenue during the period was included in the contract liabilities at the beginning of the period | ( |
) | ||||||
| Increase in contract liabilities as a result of billings in advance of performance obligation under contracts | ||||||||
| Exchange difference | ( |
) | ( |
) | ||||
| Ending Balance | $ | $ | ||||||
Real World Asset Tokenization Service Agreement with Vero 60 LLC and Vero Beach Land Development LLC
On May 8, 2026, the Company entered into a Real World Asset Tokenization Service Agreement (the “Vero 60 Agreement”) through its proprietary Hearth RWA tokenization platform with Vero 60 LLC and Vero Beach Land Development LLC (or its designated special purpose vehicle) (the “Vero 60”).
Under
the Vero 60 Agreement, the Company will provide blockchain-based tokenization technology infrastructure services in connection with Vero
60’s residential real estate development project located in Vero Beach, Florida (the “Vero 60 Project”). The Vero 60
Project consists of the redevelopment of an existing agriculture property into a low-density residential community. The projected stabilized
value of the completed Vero 60 Project, as estimated by Vero 60, is approximately $
As
consideration for the technology and tokenization infrastructure services described in the Vero 60 Agreement, Vero 60 has agreed to pay
the Company a platform technology fee of $
On
May 13, 2026, the Company received PPDF tokens in purported settlement of the first installment of the Platform Technology
Fee, which had a stated contractual amount of $
| F-13 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
NOTE 5. PROPERTY AND EQUIPMENT
Property and equipment, net consisted of the following:
| June 30, 2026 | March 31, 2026 | |||||||
| Office equipment | ||||||||
| Hardware | ||||||||
| Less: accumulated depreciation | ( |
) | ( |
) | ||||
| Exchange difference | ( |
) | ||||||
| Property, plant and equipment, net | $ | |||||||
During
the three months ended June 30, 2026 and 2025, the Company incurred depreciation expense of $
NOTE 6. INTANGIBLE ASSETS
On
May 23, 2025, the Company entered into a Co-Development Agreement with Alan to AI Consultancy Co. Limited (“the Contractor”)
for the co-development of the Acquired IP. This system is an AI software designed for architecture design and automated generation of
structural and MEP (Mechanical, Electrical, and Plumbing) construction drawings. Under the agreement, while the core QikBIM (or “QikBIM”)
system intellectual property (IP) initially remains with the Contractor, the Company secures a perpetual, irrevocable, worldwide, royalty-free
license to use, modify, and distribute the software, including access to its source code. Crucially, the Company holds exclusive rights
for the use, management, and operation of the system in North America and Hong Kong for five years from final completion, after which
the license becomes non-exclusive globally. Furthermore, the Company has an option, exercisable within three years of final completion,
to either purchase the IP rights for the North American and Hong Kong version of the system or acquire equity in the Contractor (“the
Option”). All development fees paid by the Company will be converted towards the acquisition cost if this option is exercised.
The total contractual consideration for the acquisition was $
On
March 31, 2026, the Company entered into an Intellectual Property Assignment and Co-Ownership Agreement with Alan To AI Consultancy Co.
Limited, which amended, restated and superseded the license and option arrangements under the Co-Development Agreement. Pursuant to the
new agreement, the Company acquired a
| F-14 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
As
of June 30, 2026, the unpaid balance was HK$
Intangible assets consisted of the following at each balance sheet date:
| Costs: | March 31, 2026 | Additions | Disposals | Exchange Difference | June 30, 2026 | |||||||||||||||
| Artificial intelligence software | $ | $ | ( |
) | $ | |||||||||||||||
| Blockchain application development | ||||||||||||||||||||
| Total | ( |
) | ||||||||||||||||||
| Accumulated amortization: | ||||||||||||||||||||
| Artificial intelligence software | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Blockchain application development | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Total | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Carrying amounts | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||
Amortization
of the intangible asset during the three months ended June 30, 2026, was $
As
of June 30, 2026, the Company’s intangible assets had an aggregate gross carrying amount of $
In
addition, during the year ended March 31, 2026, the Company completed the development of the Hearth real world asset (“RWA”)
technology platform. Based on management’s assessment that the platform was fully delivered, operational, available for its intended
use and capable of generating future economic benefits beyond a single customer engagement, the related blockchain application development
costs were capitalized as intangible assets and are being amortized over an estimated useful life of
No revenue related to QikBIM or the Hearth RAW tokenization platform has been generated for the three months ended June 30, 2026.
The future amortization of the intangible asset is as follows:
| As of June 30, | Amount | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Total Intangible Asset Amortization | $ | |||
NOTE 7. ACCRUED LIABILITIES
As of June 30, 2026 and March 31, 2026, accrued liabilities were comprised of the following:
| June 30, 2026 | March 31, 2026 | |||||||
| System migration services | ||||||||
| Intangible assets purchase | ||||||||
| Professional fees for legal and accounting services | ||||||||
| Payroll liabilities | ||||||||
| Other short-term liabilities | ||||||||
| Total accrued liabilities | $ | $ | ||||||
| F-15 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
NOTE 8. RELATED PARTY TRANSACTIONS
Amounts Due to Directors and Executive Officers
As
of June 30, 2026 and March 31, 2026, the Company had amounts due to related parties of $
Greentree Financial Group
On April 28, 2025, the Company entered into a service agreement (the “Agreement”) with Greentree Financial Group, Inc. (“Greentree”), a consulting company providing corporate governance, Nasdaq listing, and accounting services, in which Thomas M. Gaffney holds a minority membership interest and was the Managing Member from March 2024 to September 2024. Pursuant to the Agreement Greentree agreed to provide professional services regarding compliance with U.S. GAAP and SEC rules. As consideration for these services, the Company issued Class A Ordinary Shares ( shares before giving effect to the share consolidation) to Greentree. The service fees were considered fully earned upon the execution of the Agreement. The Company recognized stock-based compensation expense based on the split-adjusted fair value of the shares at $ ($ per share pre-share consolidation) per share, referencing the offering price on May 19, 2025, the date the Company’s shares commenced trading. Accordingly, the Company recognized stock-based compensation expense of $ related to this grant during the period ended December 31, 2025. On December 18, 2025, the Company and Greentree entered into an amendment to the Agreement (the “Addendum”). Under the terms of the Addendum, the Company agreed to issue an additional Class A Ordinary Shares ( shares before giving effect to the share consolidation) to Greentree as a professional service fee. These shares were issued and vested immediately upon the signing of the Addendum. Accordingly, the Company recognized share-based compensation expense of $ (the shares were valued at a split-adjusted price of $ per share based on the closing market price on the date of issuance) related to this grant during the year ended March 31, 2026.
On
October 29, 2025, the Company entered into the PIPE Purchase Agreement with Greentree (as one of the buyers) and issued
Preferred Shares to Greentree for net proceeds of $
On
February 26, 2026, the Company received net proceeds of $
On
March 30, 2026, Greentree elected to convert Preferred Shares into Class A Ordinary Shares of the Company pursuant to the Certificate
of Designations. The aggregate conversion amount of $
Precursor Capital Limited
On
April 2, 2024, the Company entered a $
| F-16 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
TriCore Foundation, LLC
On
October 29, 2025, the Company entered into purchase agreement (the “PIPE Purchase Agreement”) with a group of institutional
investors (collectively, the “Buyers”), providing for the issuance and sale, in multiple closings, of up to $
On
June 22, 2026, pursuant to the PIPE Purchase Agreement and the related Waiver Agreement, the Company received aggregate
cash proceeds of $
In
addition, as of June 30, 2026, the Company had received $
As of June 30, 2026, TriCore held Class A Ordinary Shares ( shares before giving effect to the share consolidation) and Preferred Shares.
Li Hsien Wong - Employment Agreement
On
August 30, 2024, the Company entered into an Executive Employment Agreement with Mr. Li Hsien Wong, the Chief Executive Officer. The
agreement became effective on May 15, 2025 (the “Effective Date”), coinciding with the effectiveness of the Company’s
registration statement on Form F-1. Pursuant to the agreement, Mr. Wong is entitled to an annual equity grant of Class A Ordinary
Shares ( shares before giving effect to the share consolidation). For the calendar year 2025, Mr. Wong will receive an initial
grant pro-rated for the period from the Effective Date through December 31, 2025.
share-based compensation expense was recorded during the three months ended June 30, 2026.
| F-17 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
Strategic Investors
On December 30, 2025, the Company executed the purchase agreement with FNHK Inc., CP COWORK LIMITED and R-OPUS Inc (the “Purchasers”). As of February 2026, the Company had fully received the consideration and issued Class B Ordinary Shares to FNHK Inc., Class B Ordinary Shares to CP COWORK LIMITED and Class B Ordinary Shares to R-OPUS Inc, a par value of US$ each.
No additional shares were issued to, or consideration received from, the Purchasers during the three months ended June 30, 2026.
Finuvia LLC
The
Company had restricted cash of $
On
May 2, 2026, the Company entered into a new financial advisory service agreement with Finuvia. The agreement has a term through
May 31, 2028 and provides monthly payments by the Company of $
NOTE 9. LOAN PAYABLE
On
October 5, 2023, the Company borrowed a
On
January 2, 2025, due to a general decline in the market lending rate, the applicable annual interest rate was automatically adjusted
by the lender from
On
March 2, 2026, the lender approved a revised repayment schedule under the original loan agreement. Under the revised repayment
schedule, the Company was granted a 20-month principal moratorium, during which it is required to make interest-only payments. Principal
repayments will resume in December 2027 in accordance with the revised repayment schedule. As of June 30, 2026, the outstanding loan
balance was $
Loan payable is as follows as of June 30, 2026 and March 31, 2026:
| Interest rate | June 30, 2026 | March 31, 2026 | ||||||||||
| HSBC (Hong Kong) - 100% Guarantee Loan | % | $ | $ | |||||||||
| Less: current portion of long-term bank borrowings | ( |
) | ( |
) | ||||||||
| Non-current portion of long-term bank borrowings | $ | $ | ||||||||||
Interest
expense pertaining to the above bank borrowings for the three months ended June 30, 2026 and 2025 amounted to $
Maturities of the loan payable were as follows:
| As of June 30, | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| 2032 and thereafter | ||||
| Total bank borrowings repayments | $ | |||
| F-18 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
NOTE 10. LEASE
The Company leases office space in Hong Kong under a non-cancelable operating lease agreement executed on June 26, 2023, with a term ending August 15, 2025. This lease has been extended to end on August 17, 2027.
In April 2024, the Company entered two additional non-cancelable operating lease agreements for office spaces located in Rolling Hills Estates, California. The first lease commenced on April 10, 2024, and expired on November 30, 2025. The Company has renewed the lease agreement with leasing period from December 1, 2025 to December 31, 2026. The second lease began on April 22, 2024, and was terminated on April 30, 2025. This has been extended to October 30, 2026. In November 2024, the Company entered another lease for office space in Rolling Hills Estates, which commenced on November 11, 2024, and will expire on December 31, 2025 and this lease has been extended to December 31, 2026.
On December 26, 2025, the Company entered an operating lease agreement for its office in Guangzhou, PRC. The lease will be expired on December 25, 2026.
On May 1, 2026, the Company, through its subsidiary OFA Japan Inc., entered into a non-cancelable operating lease agreement for office space and one adjacent parking space located in Choshi City, Chiba Prefecture, Japan. The lease has an initial term of two years, commencing on May 1, 2026 and expiring on April 30, 2028. Unless either party provides written notice of termination at least six months prior to the expiration date, the lease will automatically renew for an additional two-year term under the same terms and conditions.
The balances for the operating leases where the Company is the lessee are presented within the balance sheets as follows:
|
As of June 30, 2026 |
As of March 31, 2026 |
|||||||
| Operating leases: | ||||||||
| Operating lease right-of-use assets | $ | $ | ||||||
| Operating lease liabilities, current | $ | $ | ||||||
| Operating lease liabilities, noncurrent | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
| Weighted average remaining lease term (in years) | ||||||||
The components of lease expenses for the three months ended June 30, 2026 and 2025 were as follows:
| For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating lease cost | $ | $ | ||||||
| Cost of other leases with period less than one year and variable lease costs | ||||||||
| Total lease expenses | $ | $ | ||||||
| Weighted average discount rate (%) | % | % | ||||||
| F-19 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
Supplemental cash flow information related to leases for the three months ended June 30, 2026 and 2025 were as follows:
| For the three months ended June 30, | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | 2026 | 2025 | ||||||
| Operating cash flows from operating leases | $ | $ | ||||||
| Supplemental noncash information: | ||||||||
| Right-of-use assets obtained in exchange for lease obligation: | $ | $ | ||||||
As of June 30, 2026, the maturities of operating lease liabilities (excluding short-term lease) are as follows:
| As of June 30, | Operating Lease | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: Imputed interest | ( |
) | ||
| Present value of lease liabilities | $ | |||
| Less: current portion | ( |
) | ||
| Lease obligations, noncurrent | ||||
As of March 31, 2026, the maturities of operating lease liabilities (excluding short-term lease) are as follows:
| As of March 31, | Operating Lease | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Total lease payments | ||||
| Less: Imputed interest | ( |
) | ||
| Present value of lease liabilities | $ | |||
| Less: current portion | ( |
) | ||
| Lease obligations, noncurrent | ||||
NOTE 11. SHAREHOLDERS’ EQUITY
Class A Ordinary Shares
The Company is authorized to issue Class A Ordinary Shares, par value of $ (the “Class A Ordinary Shares”) and Class B Ordinary Shares, par value $ per share (the “Class B Ordinary Shares”). As of June 30, 2026 and March 31, 2026, the Company had ( shares before giving effect to the share consolidation) and ( shares before giving effect to the share consolidation) Class A Ordinary Shares issued and outstanding, respectively.
On
April 2, 2024, the Company entered a $
| F-20 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
On
March 26, 2026, L&H Inc. delivered a conversion notice electing to convert shares of Series A Preferred Shares, with aggregate
stated value of $, reflecting the 110% multiplier, and an aggregate conversion amount of $
On
March 31, 2026, L&H Inc. delivered a conversion notice electing to convert shares of Series A Preferred Shares, with aggregate
stated value of $, reflecting the 110% multiplier, and an aggregate conversion amount of $
On
May 1, 2026, L&H Inc. elected to convert shares of Series A Preferred Shares (aggregate stated value of $, reflecting the
110% multiplier, and an aggregate conversion amount of $
Share-based Compensation
For the year ended March 31, 2026, a total of shares ( shares before giving effect to the share consolidation) were issued for professional service. Please refer to Note 14 for more information.
No additional share-based compensation was recognized during the three months ended June 30, 2026.
IPO
On
May 22, 2025, the Company completed its IPO of ( shares before giving effect to the share consolidation) Ordinary Shares,
at a public offering price of $ ($ per share pre-share consolidation), resulting in gross proceeds of approximately $
Atsion Opportunity Fund LLC Agreement
On
July 14, 2025, the Company entered into the Purchase Agreement (the “Atsion Purchase Agreement”) with Atsion Opportunity
Fund LLC – Series 1 (“Atsion”), pursuant to which the Company have the right, but not the obligation, to sell up to
$
| F-21 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
In
consideration for entering into the Purchase Agreement, the Company have agreed to issue Atsion Commitment Shares. If the aggregate
value of the Commitment Shares, as determined pursuant to the Purchase Agreement, is less than $
The
remaining Commitment Fee is payable in accordance with a Conditional Waiver of Covenant dated March 25, 2026 (the “Waiver”),
under which the Company and the Atsion agreed to a payment schedule consisting of: (i) $
On June 3, 2026, the Company and Atsion entered into Amendment No. 1 to the Waiver, granting the Company the right, upon a payment default, to settle all or any portion of the unpaid balance by issuing Ordinary Shares (“Default Shares”) in a number equal to the unpaid amount divided by the volume-weighted average price of the Ordinary Shares on the trading day immediately preceding issuance, subject to a cap of shares. In connection therewith, the Company delivered irrevocable instructions to its transfer agent reserving Ordinary Shares for potential issuance as Default Shares and agreed to file an amended registration statement on Form S-1 registering such shares.
The
registration statement was declared effective on June 24, 2026. As of June 30, 2026, the initial $
Class B Ordinary Shares
On November 24, 2025, the Company held an extraordinary general meeting of shareholders (the “EGM”). The Company’s shareholders approved the following proposals:
(i) Proposal 1: As an ordinary resolution, to increase the Company’s authorized share capital from US$ divided into Ordinary Shares of a par value of US$ each, to US$ divided into Ordinary Shares of a par value of US$ each;
(ii)
Proposal 2: As an ordinary resolution, subject to the approval of Proposal 1 by the shareholders, to amend the authorized share capital
of the Company by (i) re-classifying and re-designating Ordinary Shares as Class A Ordinary Shares, par value
US$, each with one vote per share and Class B Ordinary Shares, par value US$ each, with
(iii) Proposal 3: As a special resolution, subject to the approval of Proposal 1 and Proposal 2 by the shareholders, to amend and restate the Company’s amended and restated memorandum and articles of association (the “M&A”) by the deletion in their entirety and to approve and adopt the substitution in their place of the second amended and restated memorandum and articles of association (the “Second M&A”), with immediate effect in substitution for and to the exclusion of the M&A;
| F-22 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
(iv)
Proposal 4: As an ordinary resolution, subject to the approval of Proposals 1 – 3 by the shareholders, to issue Class
B Ordinary Shares each in the capital of the Company to the Purchasers at par value each, for an aggregate consideration of US$
(v)
Proposal 5: As an ordinary resolution, (i) the Company be authorized to enter into, execute, deliver and perform all obligations under
the Securities Purchase Agreement, the Certificate of Designations and the Registration Rights Agreement (the “RRA,” and
together with the Purchase Agreement and the Certificate of Designations, the “Transaction Documents”), in each case substantially
in the forms presented to the shareholders; (ii) the Company is authorized to issue and sell up to Preferred Shares, having an
aggregate stated value of up to US$
(vi) Proposal 6: As an ordinary resolution, to establish and maintain a digital asset treasury for the purpose of holding, managing and investing in digital assets including cryptocurrencies and blockchain-based assets; and
(vii) Proposal 7: As an ordinary resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the EGM, there are not sufficient votes to approve any other proposal(s).
On December 30,2025, the Company executed the purchase agreement with the Purchasers. As of February 2026, the Company had fully received the consideration and issued Class B Ordinary Shares to FNHK Inc., Class B Ordinary Shares to CP COWORK LIMITED and Class B Ordinary Shares to R-OPUS Inc, a par value of US$ each.
As of June 30, 2026 and March 31, 2026, the Company had Class B Ordinary Shares issued and outstanding.
Preferred Shares — Mezzanine Equity
On
October 29, 2025, the Company entered into a PIPE Purchase Agreement with institutional investors to sell up to $
On
February 26, 2026, the Company received net proceeds of $
| F-23 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
On
March 27, 2026, TriCore a Notice of Conversion pursuant to the Certificate of Designations of Preferred Shares (the “Certificate
of Designations”). TriCore elected to convert Preferred Shares (aggregate stated value of $
On
March 30, 2026, Greentree elected to convert Preferred Shares into Class A Ordinary Shares of the Company pursuant to the Certificate
of Designations. The aggregate conversion amount of $
On June 22, 2026, pursuant to the PIPE Purchase Agreement and the related Waiver Agreement, the Company received
aggregate cash proceeds of $
During
June 2026, the Company received $
Attributes of Preferred Shares include but are not limited to the following:
Ranking. The Preferred Shares, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all other classes of shares of the Company, unless the Required Holders (as defined in the Certificate of Designations) consent to the creation of other class of shares in the Company that is senior or equal in rank to the Preferred Shares.
Dividends.
The holders of Preferred Shares will be entitled to a
Triggering Events. The Certificate of Designations contains triggering events (each, a “Triggering Event” including certain Bankruptcy Triggering Event (as defined therein)), including but not limited to: (i) failure of a registration statement for the shares of Class A Ordinary Shares underlying to be maintained effective; (ii) the suspension from trading or the failure to list the Class A Ordinary Shares within certain time periods; (iii) failure to declare or pay any dividend when due; (iv) the occurrence of any default under, redemption of or acceleration prior to maturity above agreed thresholds, (v) the Company’s failure to cure a conversion failure of failure to deliver shares of the Class A Ordinary Shares upon conversion, or notice of the Company’s intention not to comply with a request for conversion of any Preferred Shares, and (vi) bankruptcy or insolvency of the Company.
From
and after the occurrence and during the continuance of any Triggering Event, the Dividend Rate in effect shall automatically be increased
to the Default Rate of (i)
Triggering Event Redemption Right. Upon the occurrence and continuance of and Triggering Event, and following the expiration of any applicable cure period, a Holder has the right, exercisable at its option by written notice to the Company to redeem all or any portion of such Holder’s outstanding stated value of the Preferred Shares for cash. Upon notice, the Company shall immediately redeem in cash all amounts due under the Preferred Shares at a redemption price equal to 110% of the Conversion Amount (as defined in the Certificate of Designations).
| F-24 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
Voting Rights. The holders of the Preferred Shares shall have no voting power and no right to vote on any matter at any time, either as a separate series or class or together with any other series or class of share, and shall not be entitled to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Class A Ordinary Shares, except as provided in the Certificate of Designations (or as otherwise required by applicable law).
The Preferred Shares were accounted for as mezzanine equity in accordance with ASC 480 - Distinguishing Liabilities from Equity.
As of March 31, 2026, the closing price of the Company’s Class A Ordinary Shares was $ per share before giving effect to the share consolidation. The Company received a Nasdaq minimum bid price deficiency notice on December 17, 2025, with a compliance deadline of June 9, 2026. For the periods that management determined it was probable that the Preferred Shares would become redeemable, the Company had elected to carry the shares at the maximum redemption value, or fair value, in mezzanine equity on the consolidated balance sheets. For all the reporting periods through June 30, 2026, all Preferred Shares were recognized at their maximum redemption value.
During
the three months ended June 30, 2026 and 2025, the Company recognized dividends of $ and , respectively, on the Preferred Shares.
During the same periods, the Company recorded decreases of $
Conversion of Preferred Shares
On
March 30, 2026, Greentree elected to convert Preferred Shares into Class A Ordinary Shares of the Company pursuant to the Certificate
of Designations. The aggregate conversion amount of $
On
March 27, 2026, TriCore elected to convert Preferred Shares (aggregate stated value of $
On
March 26, 2026, L&H Inc. delivered a conversion notice electing to convert Preferred Shares, with aggregate stated value of $
On
March 31, 2026, L&H Inc. delivered a conversion notice electing to convert Preferred Shares, with aggregate stated value of
$
On
May 1, 2026, L&H Inc. elected to convert Preferred Shares (aggregate stated value of $
| F-25 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
The share consolidation has been applied retroactively to the weighted average number of Class A Ordinary Shares outstanding and to loss per Class A Ordinary Share for all periods presented. The Class B Ordinary Shares were not subject to the share consolidation, and accordingly the weighted average number of Class B Ordinary Shares outstanding has not been adjusted.
| For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Class A Ordinary Shares | ||||||||
| Net loss attributable to the Class A ordinary shareholders, basic and diluted | ( |
) | ( |
) | ||||
| Weighted average shares outstanding, Class A Ordinary Shares | ||||||||
| Basic and diluted net loss per share, Class A Ordinary Shares | $ | ) | $ | ) | ||||
| Class B Ordinary Shares | ||||||||
| Net loss attributable to the Class B ordinary shareholders, basic and diluted | ||||||||
| Weighted average shares outstanding, Class B Ordinary Shares | ||||||||
| Basic and diluted net loss per share, Class B Ordinary Shares | ||||||||
NOTE 13. INCOME TAXES
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company in the Cayman Islands to its shareholders, no Cayman Islands withholding tax will be imposed.
Hong Kong
In
accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within
Hong Kong at the applicable tax rate on taxable income. With effect from the year of assessment of 2018/2019, Hong Kong profit tax rates
are
U.S.
The
Company’s subsidiary OFA Financial was incorporated in Delaware and is treated as United States corporations for US federal income
tax purposes per the Internal Revenue Code (US) and are thereby subject to federal income tax on its worldwide income. The applicable
U.S. federal corporate income tax rate is
The
Company’s subsidiary Office for Fine Architecture, Inc. was incorporated in California and is treated as a United States corporation
for US federal income tax purposes per the Internal Revenue Code (US) and are thereby subject to federal income tax on its worldwide
income at a statutory rate of
| F-26 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
PRC
Guangzhou
Zhiyi Consulting Services Co., Ltd. is governed by the income tax laws of the PRC and the income tax provisions in respect to operations
in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations
and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises
and Foreign Investment Enterprises (the “FIEs”) are usually subject to a unified
Japan
The income tax provision consisted of the following:
| For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Current | ||||||||
| U.S. | $ | $ | ||||||
| Cayman | ||||||||
| PRC | ||||||||
| Hong Kong | ||||||||
| Japan | ||||||||
| Deferred | ||||||||
| U.S. | ||||||||
| Cayman | ||||||||
| PRC | ||||||||
| Hong Kong | ||||||||
| Japan | ||||||||
| Provision for income taxes | $ | $ | ||||||
The Company measures deferred tax assets and liabilities based on the difference between the unaudited condensed consolidated financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax asset and liability are as follows as of June 30, 2026 and March 31, 2026:
| Deferred tax assets: |
As of June 30, 2026 |
As of March 31, 2026 |
||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Total deferred tax assets | ||||||||
| Less: valuation allowance | ( |
) | ( |
) | ||||
| Deferred tax assets, net | $ | $ | ||||||
There
was
As
of June 30, 2026, the Company had accumulated net operating loss carryforwards of approximately $
| F-27 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
The following table reconciles statutory rates to the Company’s effective tax:
| For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Profit (loss) before income taxes | $ | ( |
) | $ | ( |
) | ||
| Change in estimated taxes upon return finalization | ( |
) | ||||||
| Income tax expense computed at applicable statutory tax rates | ( |
) | ( |
) | ||||
| Reconciling items: | ||||||||
| Change in valuation allowance | ||||||||
| Income tax expense | $ | ( |
) | $ | ||||
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of June 30, 2026 and March 31, 2026, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income taxes for the three months ended June 30, 2026 and 2025. The Company also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from June 30, 2026.
On
September 25, 2024, the Company issued ( shares before giving effect to the share consolidation) Class A Ordinary Shares
for professional services provided for the initial public offering. The total fair value of the shares issued was $
| Fair value per share | ||||
| Discount rate (after tax) | % | |||
| Discount for lack of marketability (“DLOM”) | % |
On April 28, 2025, the Agreement with Greentree, pursuant to which Greentree agreed to provide professional services regarding compliance with U.S. GAAP and SEC rules. As consideration for these services, the Company issued ( shares before giving effect to the share consolidation) shares of its Class A Ordinary Shares to Greentree. The service fees were considered fully earned upon the execution of the Agreement. The Company recognized stock-based compensation expense based on the split-adjusted fair value of the shares at $ ($ per share pre-Share consolidation) per share, referencing the offering price on May 19, 2025, the date the Company’s shares commenced trading. Accordingly, the Company recognized stock-based compensation expense of $ related to this grant during the period ended December 31, 2025. On December 18, 2025, the Company and Greentree entered into the Addendum. Under the terms of the Addendum, the Company agreed to issue an additional ( shares before giving effect to the share consolidation) shares of Class A Ordinary Shares to Greentree as a professional service fee. These shares were issued and vested immediately upon the signing of the Addendum. Accordingly, the Company recognized share-based compensation expense of $ (the shares were valued at a split-adjusted price of $ per share based on the closing market price on the date of issuance) related to this grant during the year ended March 31, 2026.
On August 30, 2024, the Company entered into an Executive Employment Agreement with Mr. Li Hsien Wong, the Chief Executive Officer. The agreement became effective on May 15, 2025, coinciding with the effectiveness of the Company’s registration statement on Form F-1. Pursuant to the agreement, Mr. Wong is entitled to an annual equity grant of Class A Ordinary Shares ( shares before giving effect to the share consolidation). For the calendar year 2025, Mr. Wong will receive an initial grant pro-rated for the period from the Effective Date through December 31, 2025. Subsequent annual grants of ( shares before giving effect to the share consolidation) Class A Ordinary Shares are scheduled to be awarded on January 1 of each year during the employment period, subject to continued employment. For the initial grant awarded on the Effective Date, the Company determined the split-adjusted grant-date fair value to be $ per share, based on the market closing price on May 21, 2025. Accordingly, the Company recognized share-based compensation expense of $ related to this grant during the year ended March 31, 2026.
No share-based compensation expense was recorded during the three months ended June 30, 2026.
| F-28 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
NOTE 15. COMMITMENTS AND CONTINGENCIES
Commitments
As
of June 30, 2026, the Company had an unpaid balance of $
In
addition, the Company entered into a financial advisory agreement with Finuvia LLC covering the period from June 2026 through May 2028,
with total contractual fees of $
Except for the commitment fee payable to Atsion (Note 11), the Company had no significant capital or other commitments as of June 30, 2026.
Contingencies
The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material adverse effect on its financial position, cash flows or results of operations on an individual basis or in the aggregate. As of June 30, 2026 and March 31, 2026, the Company is not a party to any material legal or administrative proceedings.
NOTE 16. SEGMENT INFORMATION
In
accordance with ASC 280-10, Segment Reporting: Overall, the CODM reviews the consolidated results of operations when making decisions
about allocating resources and assessing performance of the Company as a whole; hence, the Company has only
The Company’s segment operating income (loss) ,which is the primary performance metric utilized by management and the Company’s chief operating decision maker (“CODM”) to assess segment performance and make decisions regarding resource allocation. Gross profit is also reviewed by management for operational analysis. The Company concluded that the CODM is Mr. Li Hsien “Larry” Wong, CEO.
Summarized financial information concerning the Company’s reportable segments is shown as below:
| 1) | By Business Unit: |
|
As of June 30, and for the three months ended June 30, |
||||||||
| Item | 2026 | 2025 | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Segment operating loss | ( |
) | ( |
) | ||||
| Segment other income (expense) | ||||||||
| Segment assets | ||||||||
| F-29 |
OFA GROUP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 2026 AND 2025
| 2) | Revenue by Geography: |
| For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Hong Kong/Asia-Pacific | $ | |||||||
| United States | ||||||||
| Total | $ | |||||||
| a. | The Company’s key revenues streams are as below: |
| For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Project Income | ||||||||
| Design and fit-out | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
| b. | Major customers representing at least 10% of net revenue |
| Period | Project Name | Revenue Type | Property Type |
Percentage of Total Revenue |
||||||
| For the three months ended June 30, 2026 | % | |||||||||
| % | ||||||||||
| For the three months ended June 30, 2025 | % | |||||||||
| % | ||||||||||
NOTE 17. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the condensed consolidated financial statements are issued. Other than the material subsequent events disclosed above in the notes to financial statements and below, the Company identified no other material subsequent events requiring recognition or disclosure.
Under the Company’s agreement
with Atsion Opportunity Fund LLC, an installment payment of $
On July 31,2026, theSeries A Convertible Preferred Shares associated with TriCore’s additional closing completed in June 2026, as described in Notes 8 and 11, were converted into ( shares before giving effect to the share consolidation) Class A Ordinary Shares.
On August 13, 2026, pursuant to the Atsion Purchase Agreement, the Company consummated the transaction with Atsion, issuing an aggregate of Class A Ordinary Shares to Atsion.
The Company’s initial deadline to regain compliance with Nasdaq’s minimum bid price requirement was June 9, 2026. The Company did not regain compliance during the initial compliance period. On July 27, 2026, the Company announced that it would implement a one-for-ten share consolidation, effective July 31, 2026, in support of its efforts to maintain the listing of its Class A Ordinary Shares on the Nasdaq Capital Market. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company had not received written confirmation from Nasdaq that it had regained compliance with the minimum bid price requirement.
| F-30 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) covers information pertaining to the Company for the three months ended June 30, 2026 and 2025 and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes of the Company as of June 30, 2026 and March 31, 2026 and for the three months ended June 30, 2026 and 2025. Except as otherwise noted, the financial information contained in this MD&A and in the financial statements has been prepared in accordance with accounting principles generally accepted in the United States of America. All amounts are expressed in U.S. dollars unless otherwise noted. This discussion contains forward-looking statements that involve risks and uncertainties, including those discussed below and elsewhere in this quarterly report, particularly under “Risk Factors.” Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.
Critical Accounting Policies and Critical Accounting Judgments and Estimates
The Company prepared the condensed consolidated financial statements in accordance with U.S. GAAP. These accounting principles require the Company to make judgments, estimates and assumptions on the reported amounts of assets and liabilities at the end of each period, and the reported amounts of revenues and expenses during each period. The Company continually evaluates these judgments and estimates based on its own historical experience, knowledge and assessment of current business and other conditions, its expectations regarding the future based on available information, which together form its basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of the accounting policies require a higher degree of judgment than others in their application.
Critical accounting policies
When reading our condensed consolidated financial statements, you should consider our selection of critical accounting policies, including revenue recognition, contract assets, contract liabilities, mezzanine equity and income taxes, of which the details are set out in our condensed consolidated financial statements.
Recently Issued Accounting Pronouncements
See the discussion of recently issued accounting pronouncements contained in Note 2 to the unaudited condensed consolidated financial statements for the three months ended June 30, 2026 and 2025.
Critical accounting estimates
You should also consider the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. The Company believes the following accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition
The Company adopted the revenue standard Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.
As a professional interior design and fit-out service provider, the Company recognizes revenue based on the effort or inputs to the satisfaction of a performance obligation over time as work progresses because of the continuous transfer of control to the customer and the right to bill the customer as costs are incurred.
| 3 |
The Company uses the ratio of actual costs incurred to total estimated costs since costs incurred (an input method) represent a reasonable measure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned. This method faithfully depicts the transfer of value to the customer when the Company is satisfying a performance obligation that entails a number of interrelated tasks or activities for a combined output that requires the Company to coordinate the work of employees and subcontractors. Contract costs typically include direct labor, subcontract and consultant costs, materials and indirect costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the current period. Changes in estimates can routinely occur over the contract term for a variety of reasons including, changes in scope, unanticipated costs, delays or favorable or unfavorable progress than original expectations. When the outcome of the contract cannot be reasonably measured, revenue is recognized only to the extent of contract costs incurred that are expected to be recovered. In situations where the estimated costs to perform exceeds the consideration to be received, the Company accrues the entire estimated loss during the period the loss becomes known.
Our operating subsidiary’s contracts may contain variable consideration in the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Variable consideration is generally estimated using the expected value method but may from time to time be estimated using the most likely amount method depending on the circumstance. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends.
Service Arrangement Settled in Digital Assets
During the year ended March 31, 2026, the Company, acting through its Hearth RWA tokenization platform, entered into the Tokenization Agreement, dated March 31, 2026, with the MD Queens to provide blockchain-based tokenization infrastructure and related technology services in connection with MD Queens’ mixed-use real estate development project located in Long Island City, New York. Under the Tokenization Agreement, the Company is entitled to a non-refundable Platform Technology Fee of $15,000,000, payable in two equal installments and settleable in U.S. dollars or cryptocurrency.
On May 8, 2026, the Company entered into the Vero 60 Agreement with Vero 60 to provide blockchain-based tokenization technology infrastructure services for the Vero 60 Project. This agreement provides for a Platform Technology Fee of $7.5 million, payable in two installments of $3.75 million each upon satisfaction of the applicable contractual milestones.
The consideration received under these arrangements constitutes noncash consideration under ASC 606. Noncash consideration is measured at the fair value of the consideration received at contract inception.
MD Queens elected to settle the first installment of the Platform Technology Fee under the Tokenization Agreement through the transfer of 12,500,000 PPDF tokens on March 31, 2026. On May 13, 2026, the Company received an additional 6,250,000 PPDF tokens in connection with the first $3,750,000 installment under the Vero 60 Agreement. The PPDF tokens were issued by the customer and were established on March 25, 2026, shortly before the initial transfer to the Company. As of their respective dates of receipt, the PPDF tokens did not have sufficient established trading history, were not traded in an active market and were subject to significant liquidity restrictions. Based on these factors, the Company determined that the fair value of the noncash consideration received under both agreements was not reliably measurable as of June 30, 2026.
Because the services under the Tokenization Agreement had not been performed as of June 30, 2026, and the Company had performed only internal preparatory activities and had not made any substantive deliverables to the client under the Vero 60 Agreement, the Company did not recognize any revenue with respect to either service arrangement for the period. Consistent with its policy for consideration received in advance of performance, the arrangements were treated as contract liabilities; however, because the fair value of the consideration received could not be reliably measured, the contract liabilities and the related digital assets were recorded at zero carrying amounts as of June 30, 2026. Accordingly, no contract liabilities were recognized based on the stated values of the installments received, which were $7,500,000 under the Tokenization Agreement and $3,750,000 under the Vero 60 Agreement.
| 4 |
The Company will reassess these arrangements in subsequent periods. Revenue, and any associated remeasurement of the consideration received, will be recognized when (i) the related performance obligation are satisfied and (ii) the fair value of the consideration received becomes reliably measurable, such as upon the development of an active trading market for the PPDF or upon disposition. Any subsequent recognition could differ materially from the stated contract value, and the ultimate amount realized, if any, is subject to significant uncertainty. There is no guarantee that any revenues will be generated under the arrangement or the PPDF will increase or maintain its value.
Results of Operations
Comparison of The Three Months Ended June 30, 2026 and 2025
The following table sets forth key components of the results of operations for the three months ended June 30, 2026 and 2025:
|
For the three months ended June 30, |
% of | |||||||||||||||
| 2026 | 2025 | Variance | variance | |||||||||||||
| Revenue | $ | 14,879 | $ | 18,955 | $ | (4,076 | ) | (21.50 | )% | |||||||
| Cost of revenue | 3,977 | 12,697 | (8,720 | ) | (68.68 | )% | ||||||||||
| Gross profit | 10,902 | 6,258 | 4,644 | 74.21 | % | |||||||||||
| Operating expenses | ||||||||||||||||
| Depreciation and amortization | 924,586 | 40 | 924,546 | N/M | ||||||||||||
| Selling, general and administrative | 243,574 | 173,031 | 70,543 | 40.77 | % | |||||||||||
| Professional services | 254,035 | 1,167,823 | (913,788 | ) | (78.25 | )% | ||||||||||
| Advertising and marketing | 43,135 | 57,988 | (14,853 | ) | (25.61 | )% | ||||||||||
| Salaries and wages | 449,795 | 340,889 | 108,906 | 31.95 | % | |||||||||||
| Total operating expenses | 1,915,125 | 1,739,771 | 175,354 | 10.08 | % | |||||||||||
| Loss from operations | (1,904,223 | ) | (1,733,513 | ) | (170,710 | ) | 9.85 | % | ||||||||
| Other income (expense) | ||||||||||||||||
| Other income | 6,306 | 9,026 | (2,720 | ) | (30.14 | )% | ||||||||||
| Interest expense | (3,234 | ) | (3,542 | ) | 308 | (8.70 | )% | |||||||||
| Interest income | 4 | 252 | (248 | ) | (98.41 | )% | ||||||||||
| Total other income (expense), net | 3,076 | 5,736 | (2,660 | ) | (46.37 | )% | ||||||||||
| Loss before income tax expense | (1,901,147 | ) | (1,727,777 | ) | (173,370 | ) | 10.03 | % | ||||||||
| Income tax expense | (4 | ) | - | (4 | ) | N/M | ||||||||||
| Net loss | $ | (1,901,151 | ) | $ | (1,727,777 | ) | $ | (173,374 | ) | 10.03 | % | |||||
Revenue
The following table sets forth the breakdown of the revenue by major revenue type for the three months ended June 30, 2026 and 2025, respectively:
| For the three months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||||||||||
| (US$) | % of revenue | (US$) |
% of revenue |
Amount | % | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Design and fit-out | 3,330 | 22.38 | % | 11,522 | 60.79 | % | (8,192 | ) | (71.10 | )% | ||||||||||||||
| Others | 11,549 | 77.62 | % | 7,433 | 39.21 | % | 4,116 | 55.37 | % | |||||||||||||||
| Total revenue | 14,879 | 100.00 | % | 18,955 | 100.00 | % | (4,076 | ) | (21.50 | )% | ||||||||||||||
| 5 |
The Company’s revenue decreased by $4,076, or 21.50%, from $18,955 for the three months ended June 30, 2025 to $14,879 for the three months ended June 30, 2026. The decrease was primarily attributable to lower revenue from design and fit-out services, partially offset by increased revenue from application and project management services. Revenue may continue to fluctuate from period to period based on the timing, size and stage of individual projects.
The Company’s backlog of ongoing projects provides a certain degree of revenue stability going forward. As of June 30, 2026, the Company had 7 projects in progress with a total contract amount of $615,538 and recognized the related revenue of $45,698 up to the three months ended June 30, 2026. The Company expects that such projects in progress as of June 30, 2026 will be completed and the remaining related revenue of $569,840 will be recognized during the year ending March 31, 2027. While overall market conditions remain uncertain, due to the recovery in client activities, new projects are secured, which may support revenue growth in the coming periods.
In addition, preliminary discussions are underway regarding potential new projects and strategic collaborations, which would support revenue growth in the coming periods. The Company is expanding its footprint beyond Hong Kong into the Greater Bay Area and international markets to improve the market diversification. Efforts are also made for vertical integration across the whole project lifecycle. The Company is also focused on innovation, efficiency, and scalability, transitioning from a traditional project-based model to a subscription-based model for AI tools, real estate development and senior care infrastructure. The Company has started to implement AI-driven digital transformation to optimize design workflows and cost structures. OFA QikBIM is an AI-powered Building Information Modeling (“BIM”) platform designed to automate portions of the architectural and engineering design process, including the generation of coordinated architectural drawings, structural plans, BIM models, and related project documentation. The Company, through its Hearth RWA tokenization platform, will provide certain blockchain-based tokenization infrastructure and related technology services in connection with certain projects.
Revenue from design and fit-out services decreased by $8,192, or 71.10%, from $11,522 for the three months ended June 30, 2025 to $3,330 for the three months ended June 30, 2026. The decrease primarily reflected the timing and level of design and fit-out project activity during the current period compared with the prior-year period.
Other revenue, consisting principally of application and project management services, increased by $4,116, or 55.37%, from $7,433 for the three months ended June 30, 2025 to $11,549 for the three months ended June 30, 2026. The increase partially offset the decline in design and fit-out revenue.
The decrease in revenue is primarily attributable to the cyclical nature of the Company’s project-based business model. Revenue from architectural design and fit-out services is inherently lumpy and subject to the timing of contract execution, project commencement, and milestone achievement. The quarter ended June 30, 2026 reflected a transitional period in which several legacy Hong Kong projects reached completion while new engagements — including overseas contracts signed in early 2026 — had not yet progressed to revenue-generating milestones. This pattern is consistent with the Company’s historical experience, where revenue concentration tends to be weighted toward the second half of the fiscal year as new projects ramp up and reach billable stages. Management does not view the quarter-over-quarter decline as indicative of a structural deterioration in demand, but rather a function of project lifecycle timing and the Company’s ongoing geographic diversification efforts.
The following table presents revenue by property type for the three months ended June 30, 2026 and 2025, respectively:
| For the three months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||||||||||
| (US$) | % of revenue | (US$) | % of revenue | Amount | % | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Commercial | $ | 7,091 | 47.66 | % | $ | 8,122 | 42.85 | % | $ | (1,031 | ) | (12.69 | )% | |||||||||||
| Industrial | 4,457 | 29.95 | % | 7,432 | 39.21 | % | (2,975 | ) | (40.03 | )% | ||||||||||||||
| Institutional | - | - | % | - | - | % | - | - | ||||||||||||||||
| Residential | 3,331 | 22.39 | % | 3,401 | 17.94 | % | (70 | ) | (2.06 | )% | ||||||||||||||
| Total revenue | $ | 14,879 | 100.00 | % | $ | 18,955 | 100.00 | % | $ | (4,076 | ) | (21.50 | )% | |||||||||||
| 6 |
Revenue from commercial projects decreased by $1,031, or 12.69%, from $8,122 for the three months ended June 30, 2025 to $7,091 for the three months ended June 30, 2026. The decrease reflected lower commercial project activity during the current period.
Revenue from industrial projects decreased by $2,975, or 40.03%, from $7,432 for the three months ended June 30, 2025 to $4,457 for the three months ended June 30, 2026. The decrease primarily reflected the timing and volume of industrial project work performed during the current period.
No revenue from institutional projects was recognized during either of the three months ended June 30, 2026 or 2025.
Revenue from residential projects decreased by $70, or 2.06%, from $3,401 for the three months ended June 30, 2025 to $3,331 for the three months ended June 30, 2026. Residential project revenue remained relatively stable between the two periods.
Cost of revenue
The following table sets forth the breakdown of the cost of revenue for the three months ended June 30, 2026 and 2025:
| For the three months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||||||||||
| (US$) |
% of cost of revenue |
(US$) |
% of cost of revenue |
Amount | % | |||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||
| Subcontracting and material costs | $ | 2,935 | 73.80 | % | $ | 4,000 | 31.50 | % | $ | (1,065 | ) | (26.63 | )% | |||||||||||
| Project staff costs | 1,042 | 26.20 | % | 8,697 | 68.50 | % | (7,655 | ) | (88.02 | )% | ||||||||||||||
| Total cost of revenue | $ | 3,977 | 100.00 | % | $ | 12,697 | 100.00 | % | $ | (8,720 | ) | (68.68 | )% | |||||||||||
Cost of revenue decreased by $8,720, or 68.68%, from $12,697 for the three months ended June 30, 2025 to $3,977 for the three months ended June 30, 2026. The decrease was greater than the decline in revenue and primarily reflected lower project staff costs and subcontracting and material costs during the current period.
The Company generally outsources fit-out work to internally approved subcontractors. Subcontracting costs represent charges and fees paid to subcontractors that provide labor and services for fit-out work, and material costs represent amounts paid to suppliers for fit-out materials. Subcontracting and material costs decreased by $1,065, or 26.63%, from $4,000 for the three months ended June 30, 2025 to $2,935 for the three months ended June 30, 2026, primarily reflecting the lower level and mix of project activity during the current period.
Project staff costs represent salaries and mandatory provident fund contributions for project management and design personnel directly involved in providing project services. Project staff costs decreased by $7,655, or 88.02%, from $8,697 for the three months ended June 30, 2025 to $1,042 for the three months ended June 30, 2026, primarily due to lower direct staffing costs allocated to active projects during the current period.
| 7 |
Gross profit
Gross profit from major revenue type is summarized as follows:
| For the Three Months Ended June 30, | % of | |||||||||||||||
| 2026 | 2025 | Variance | Variance | |||||||||||||
| Design and fit-out | ||||||||||||||||
| Gross profit | $ | 340 | $ | (425 | ) | $ | 765 | (180.00 | )% | |||||||
| Gross profit margin | 10.21 | % | (3.69 | )% | 13.90 | % | ||||||||||
| Others | ||||||||||||||||
| Gross profit | $ | 10,562 | $ | 6,683 | $ | 3,879 | 58.04 | % | ||||||||
| Gross profit margin | 91.45 | % | 89.91 | % | 1.54 | % | ||||||||||
| Total | ||||||||||||||||
| Gross profit | $ | 10,902 | $ | 6,258 | $ | 4,644 | 74.21 | % | ||||||||
| Gross profit margin | 73.27 | % | 33.02 | % | 40.25 | % | ||||||||||
Total gross profit increased by $4,644, or 74.21%, from $6,258 for the three months ended June 30, 2025 to $10,902 for the three months ended June 30, 2026. Gross profit margin increased by 40.25 percentage points, from 33.02% to 73.27%. The increase reflected the greater contribution from higher-margin application and project management services and the significant reduction in project staff costs, partially offset by lower total revenue.
The improvement in gross profit margin also reflected the current-period revenue mix and lower direct project costs. Other revenue represented 77.62% of total revenue for the three months ended June 30, 2026, compared with 39.21% in the prior-year period, while project staff costs decreased substantially. These factors increased gross profit despite the decline in total revenue.
Gross profit from major project type is summarized as follows:
| For the three months ended June 30, | % of | |||||||||||||||
| 2026 | 2025 | Variance | variance | |||||||||||||
| Commercial | ||||||||||||||||
| Gross profit | $ | 6,050 | $ | (2,469 | ) | $ | 8,519 | (345.04 | )% | |||||||
| Gross profit margin | 85.32 | % | (30.40 | )% | 115.72 | % | ||||||||||
| Industrial | ||||||||||||||||
| Gross profit | $ | 4,457 | $ | 7,432 | $ | (2,975 | ) | (40.03 | )% | |||||||
| Gross profit margin | 100.00 | % | 100.00 | % | 0.00 | % | ||||||||||
| Institutional | ||||||||||||||||
| Gross profit | $ | - | $ | - | $ | - | - | |||||||||
| Gross profit margin | - | - | - | |||||||||||||
| Residential | ||||||||||||||||
| Gross profit | $ | 395 | $ | 1,295 | $ | (900 | ) | (69.50 | )% | |||||||
| Gross profit margin | 11.86 | % | 38.08 | % | (26.22 | )% | ||||||||||
| Total | ||||||||||||||||
| Gross profit | $ | 10,902 | $ | 6,258 | $ | 4,644 | 74.21 | % | ||||||||
| Gross profit margin | 73.27 | % | 33.02 | % | 40.25 | % | ||||||||||
Gross profit from commercial projects improved by $8,519, from a gross loss of $2,469 for the three months ended June 30, 2025 to gross profit of $6,050 for the three months ended June 30, 2026. The gross profit margin increased from (30.40%) to 85.32%, primarily reflecting the mix of commercial work and lower direct project costs in the current period.
Gross profit from industrial projects decreased by $2,975, or 40.03%, from $7,432 for the three months ended June 30, 2025 to $4,457 for the three months ended June 30, 2026. The gross profit margin was 100.00% in both periods based on the costs allocated to these projects.
No gross profit from institutional projects was recognized during either of the three months ended June 30, 2026 or 2025.
| 8 |
Gross profit from residential projects decreased by $900, or 69.50%, from $1,295 for the three months ended June 30, 2025 to $395 for the three months ended June 30, 2026. Gross profit margin decreased from 38.08% to 11.86%, primarily reflecting the mix and stage of residential work performed during the current period.
No gross profit from land projects was recognized during either of the three months ended June 30, 2026 or 2025.
Operating expenses
Operating expenses consist of the following:
|
For the three months ended June 30, |
% of | |||||||||||||||
| 2026 | 2025 | Variance | variance | |||||||||||||
| Depreciation and amortization | $ | 924,586 | $ | 40 | $ | 924,546 | N/M | % | ||||||||
| Selling, general and administrative | 243,574 | 173,031 | 70,543 | 40.77 | % | |||||||||||
| Professional services | 254,035 | 1,167,823 | (913,788 | ) | (78.25 | )% | ||||||||||
| Advertising and marketing | 43,135 | 57,988 | (14,853 | ) | (25.61 | )% | ||||||||||
| Salaries and wages | 449,795 | 340,889 | 108,906 | 31.95 | % | |||||||||||
| Total operating expenses | $ | 1,915,125 | $ | 1,739,771 | $ | 175,354 | 10.08 | % | ||||||||
Depreciation and amortization increased by $924,546, from $40 for the three months ended June 30, 2025 to $924,586 for the three months ended June 30, 2026. The increase primarily resulted from depreciation and amortization of property and equipment and intangible assets placed in service after the prior-year period.
Selling, general and administrative expenses increased by $70,543, or 40.77%, from $173,031 for the three months ended June 30, 2025 to $243,574 for the three months ended June 30, 2026. The increase primarily reflected higher administrative and corporate operating costs associated with the Company’s expanded operations.
Professional services decreased by $913,788, or 78.25%, from $1,167,823 for the three months ended June 30, 2025 to $254,035 for the three months ended June 30, 2026. The decrease primarily reflected higher legal, accounting, consulting and public-company readiness costs incurred in the prior-year period in connection with the Company’s IPO and related regulatory matters.
Advertising and marketing expenses decreased by $14,853, or 25.61%, from $57,988 for the three months ended June 30, 2025 to $43,135 for the three months ended June 30, 2026, primarily due to lower marketing and promotional spending during the current period.
Salaries and wages increased by $108,906, or 31.95%, from $340,889 for the three months ended June 30, 2025 to $449,795 for the three months ended June 30, 2026. The increase primarily reflected additional personnel and compensation costs associated with the Company’s expanded operations, including its U.S. activities.
The team is currently focused on establishing the Company’s presence in the U.S. through relationship-building with local firms, early-stage engagement with clients, and preparation for launching AI-driven architectural services and tokenization services of certain projects. While still in the investment phase, these initiatives are expected to support the Company’s long-term positioning in high-growth markets and demonstrate early operational traction.
Other income (expense)
Other income (expense) primarily consists of other income, interest income and interest expense.
Interest income. The Company recorded interest income of $4 and $252 for the three months ended June 30, 2026 and 2025, respectively.
| 9 |
Interest expense on bank borrowings. Interest expense was $3,234 and $3,542 for the three months ended June 30, 2026 and 2025, respectively.
Other income includes miscellaneous income recognized during the respective periods.
Other income. The Company recorded other income of $6,306 and $9,026 for the three months ended June 30, 2026 and 2025, respectively.
Income tax expense. Our Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, our Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.
Our operating subsidiary, Office for Fine Architecture Limited, is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. Hong Kong profit tax rates are 8.25% on assessable profits up to $255,102 (HK$2,000,000), and 16.5% on any part of assessable profits over $255,102 (HK$2,000,000). The Company believes there were no uncertain tax positions as of June 30, 2026 and 2025, respectively.
The Company’s subsidiary OFA Financial was incorporated in Delaware and is treated as United States corporations for US federal income tax purposes per the Internal Revenue Code (US) and are thereby subject to federal income tax on its worldwide income. The applicable U.S. federal corporate income tax rate is 21%. The Company is exempt from Delaware state corporate income tax as it does not conduct business within the state of Delaware, though it remains subject to the annual Delaware franchise tax.
The Company’s subsidiary Office for Fine Architecture, Inc. was incorporated in California and is treated as a United States corporation for US federal income tax purposes per the Internal Revenue Code (US) and are thereby subject to federal income tax on its worldwide income at a statutory rate of 21%. In addition, Office for Fine Architecture, Inc. is subject to California state corporate tax laws and, if it conducts business or has income sourced to California, is generally subject to California corporation tax and applicable California franchise tax obligations.
Guangzhou Zhiyi Consulting Services Co., Ltd. is governed by the income tax laws of the PRC and the income tax provisions in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIEs”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on a case-by-case basis.
The Company’s subsidiaries incorporated in Japan are subject to Japanese national and local corporate income taxes on their worldwide taxable income. For qualifying small and medium-sized enterprises with paid-in capital of JPY100 million or less, the national corporate tax rate is 15% on annual taxable income up to JPY8 million and 23.2% on annual taxable income exceeding JPY8 million. Including applicable local taxes, the effective statutory tax rate generally ranges from approximately 21.94% to 34.43% for fiscal years beginning on or after April 1, 2026, depending on taxable income and the applicable local tax rates.
The Company believes there were no uncertain tax positions as of June 30, 2026 and March 31, 2026. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. The Company is not currently under examination by an income tax authority and has not been notified that an examination is contemplated.
Net loss. As a result of the foregoing, the Company reported a net loss of $1,901,151for the three months ended June 30, 2026, compared with a net loss of $1,727,777 for the three months ended June 30, 2025.
Other comprehensive loss. Foreign currency translation adjustment amounted to $1,335 and ($11,524) for the three months ended June 30, 2026 and 2025, respectively. For the 2026 period, the Company translated the financial statements of its foreign operations using period-end exchange rates of US$1.00 to HK$7.84, RMB6.79 and JPY162.58, and average exchange rates of US$1.00 to HK$7.84, RMB6.80 and JPY159.44. For the 2025 comparative period, the applicable period-end and average Hong Kong dollar exchange rates were US$1.00 to HK$7.84 and US$1.00 to HK$7.80, respectively; the PRC and Japan subsidiaries were not included in the comparative period. Changes in the HK$, RMB and JPY exchange rates relative to the U.S. dollar may affect the Company’s reported financial results without reflecting an underlying change in its business or operating performance.
| 10 |
Liquidity and Capital Resources
To date, the Company has financed its operations primarily through equity financings, bank borrowings and related-party funding. The Company expects to support future operations through available cash, cash generated from operations, existing financing arrangements and additional capital-raising activities, as needed. The availability and terms of additional financing are subject to market conditions and the satisfaction of applicable contractual conditions.
As reflected in the unaudited condensed consolidated financial statements, the Company incurred a net loss of $1,901,151 for the three months ended June 30, 2026, compared with a net loss of $1,727,777 for the three months ended June 30, 2025. As of June 30, 2026, the Company had unrestricted cash of $178,057 and restricted cash of $1,680,000, compared with unrestricted cash of $1,033,466 and restricted cash of $1,680,000 as of March 31, 2026. The Company had a working capital deficit of $4,577,805 as of June 30, 2026, compared with a working capital deficit of $4,111,677 as of March 31, 2026. Working capital requirements are influenced by the size of the Company’s operations, the volume and value of sales contracts, the progress of customer contracts and the timing of collections and payments.
As of June 30, 2026, the Company had outstanding bank borrowings of $469,880, of which $1,505 was payable within one year and $468,375 was payable after one year. The bank borrowings bear interest at an annual rate of 3.000%.
On December 11, 2025, the Company received a letter from the Staff notifying the Company that the closing bid price per share for its Class A Ordinary Shares was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2).
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company had until the Compliance Period, to regain compliance with Nasdaq’s minimum bid price requirement.
On June 9, 2026, the Company received the Letter from the Staff notifying the Company that the Company is eligible for the Second Compliance Period, or until the Compliance Date, to regain compliance, based on the Staff’s determination of the Company meeting the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the minimum bid price requirement, and the Company’s written notice to Nasdaq of its intention to cure the deficiency during the Second Compliance Period, by effecting a share consolidation, if necessary. The Letter has no immediate impact on the listing of the Company’s Ordinary Shares on Nasdaq. If at any time during the Second Compliance Period the closing bid price of the Company’s Ordinary Shares is at least $1.00 per share for a minimum of 10 consecutive business days (which may be extended to be a period of up to 20 consecutive business days in the discretion of the Staff), Nasdaq will provide the Company with written confirmation of compliance. The Letter does not result in the immediate delisting of the Company’s Class A Ordinary Shares, and the shares will continue to trade uninterrupted under the symbol “OFAL.”
If the Company does not regain compliance by the Compliance Date, the Staff will provide written notification that the Company’s Ordinary Shares is subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by Nasdaq to the panel, such appeal would be successful.
On May 21, 2026, at an extraordinary general meeting, the shareholders approved and authorized the Board to effect a one-for-ten share consolidation of the Company’s Class A Ordinary Shares. On July 27, 2026, the Company announced that the share consolidation would become effective at 12:01 a.m. Eastern Time on July 31, 2026. All Class A share and per-share amounts presented in the condensed consolidated financial statements have been retroactively adjusted to reflect the share consolidation.
The Company’s Ordinary Shares have been redesignated as Class A Ordinary Shares and have commenced trading on Nasdaq on December 17, 2025 as Class A Ordinary Shares under the same symbol “OFAL.”
| 11 |
The Company believes that its current cash and cash flows provided by operating activities, loans from banks, and the net proceeds from its IPO will be sufficient to meet its working capital needs in the next 12 months from the balance sheet date. If additional funding is needed, the Company believes it would have access to supplemental bank facilities or bridge financing options, subject to prevailing market conditions. No assurance can be given, however, that additional financing, if required, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to the existing shareholders.
Even though the management believes that it will be able to successfully execute its business plan, which includes increasing market acceptance of the Company’s services to boost its sales volume to achieve economies of scale while applying more effective marketing strategies and cost control measures to better manage operating cash flow position, third-party financing and capital issuance, and meet the Company’s future liquidity needs, there can be no assurances in that regard.
In response to the net loss of $1,901,151 for the three months ended June 30, 2026 and the working capital deficit of $4,577,805 as of June 30, 2026, the Company has implemented, and continues to pursue, measures designed to strengthen its liquidity and capital position.
First, in May 2025 the Company completed its IPO, generating net proceeds of approximately $15.3 million that materially strengthened its cash position and capital base. Second, the Company has secured access to committed equity financing: (i) on October 29, 2025, it entered into the PIPE Purchase Agreement with Greentree and TriCore, providing for the issuance and sale, in multiple closings, of up to $50,000,000 in stated value of Preferred Shares; and (ii) on July 14, 2025, it entered into a Purchase Agreement with Atsion, establishing the Equity Facility. The Equity Facility is entirely at the Company’s discretion and does not represent a committed obligation or guaranteed proceeds; amounts are drawn, if at all, solely at the Company’s election and subject to the terms of the Atsion Purchase Agreement. Third, through the arrangement with the Contractor, the Company intends to commercialize the platform and to transition a portion of its design operations from a traditional project-based model toward a scalable, subscription-based AI software offering, which management expects to broaden the Company’s revenue base and support its longer-term growth and liquidity objectives. Fourth, the Company continues to generate recurring revenue from its core design, fit-out, project-management and platform services, and is expanding beyond Hong Kong into the Greater Bay Area and international markets to diversify its revenue base. In addition to its U.S. operations, the Company maintains business activities and market presence in Hong Kong and Japan through its subsidiaries, strategic partnerships, and project development initiatives. Fifth, holders of the Company’s Preferred Shares have elected to convert a portion of their holdings into Class A Ordinary Shares, reducing the Company’s potential cash redemption obligations. Finally, the Company continues to actively manage operating expenditures and discretionary spending—including staffing, subcontractor and marketing costs—to preserve liquidity, and it retains access to existing bank credit facilities and may pursue short-term bridge financing if required. Based on these plans, which management believes are probable of being effectively implemented, management believes the Company will have sufficient liquidity to meet its obligations as they become due for at least twelve months from the date these consolidated financial statements are issued. The Company is well-positioned to support its operations and execute its growth strategies over at least the next twelve months. As a result, management has concluded that there is no substantial doubt about the Company’s ability to continue as a going concern, and accordingly the unaudited condensed consolidated financial statements do not include any related adjustments.
The following table sets forth a summary of the cash flows for the three months ended June 30, 2026 and 2025:
| For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (1,331,758 | ) | $ | (12,647,578 | ) | ||
| Net cash used in investing activities | $ | (3,264 | ) | $ | (1,442 | ) | ||
| Net cash provided by financing activities | $ | 471,000 | $ | 15,308,000 | ||||
| Net increase (decrease) in cash and restricted cash | $ | (864,022 | ) | $ | 2,658,980 | |||
| Effect of currency translation on cash and cash equivalents | $ | 8,613 | $ | (19,567 | ) | |||
| Cash and restricted cash at the beginning of the period | $ | 2,713,466 | $ | 31,950 | ||||
| Cash and restricted cash at the end of the period | $ | 1,858,057 | $ | 2,671,363 | ||||
| 12 |
As of June 30, 2026, the Company had total cash and restricted cash of $1,858,057, compared with $2,713,466 as of March 31, 2026. Of this amount, $178,057 represented unrestricted cash available for general corporate and working-capital purposes, and $1,680,000 represented restricted cash held in a non-interest-bearing escrow account maintained at East West Bank by Finuvia LLC, an affiliate of Precursor, a shareholder of the Company. The restricted cash is not available for general use and is subject to release only upon satisfaction of the conditions specified in the underlying agreements. The Company had a working capital deficit of $4,577,805 as of June 30, 2026, compared with $4,111,677 as of March 31, 2026, and incurred a net loss of $1,901,151 for the three months ended June 30, 2026. Accordingly, liquidity available for general operations is more limited than the total cash and restricted cash balance.
Operating Activities
Net cash used in operating activities was $1,331,758 for the three months ended June 30, 2026, primarily due to the net loss of $1,901,151 partially offset by noncash depreciation and amortization of approximately $924,586. Changes in related-party balances, accounts payable, accrued expenses and other working-capital accounts also affected operating cash flows during the period.
Net cash used in operating activities was $12,647,578 for the three months ended June 30, 2025, primarily due to the net loss of $1,727,777 and a $12,047,040 increase in prepaid expenses related to the purchase of intellectual property. These cash outflows were partially offset by noncash share-based compensation of $83,571 and shares issued for professional services of $800,000, together with changes in working-capital accounts.
Investing Activities
Net cash used in investing activities was $3,264 for the three months ended June 30, 2026 and consisted of purchases of property and equipment.
Net cash used in investing activities was $1,442 for the three months ended June 30, 2025, primarily attributable to purchases of property and equipment of $1,442.
Financing Activities
Net cash provided by financing activities was $471,000 for the three months ended June 30, 2026, attributable to advance proceeds received for preferred stock subscriptions that had not been issued as of the balance sheet date and were recorded as preferred stock payable. Net cash provided by financing activities was $15,308,000 for the three months ended June 30, 2025, attributable to the net proceeds from the Company’s IPO.
Trend Information
Except for the information disclosed, the Company is not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition. However, the Company remains cautiously optimistic about the medium-term outlook, particularly in light of new residential contracts signed in February 2026 and a gradual pickup in client engagement activity in the following period. Historically focused on the Hong Kong market, we are actively pursuing geographic diversification to expand our operational footprint to oversea markets. We are also investing in digital transformation initiatives, specifically leveraging artificial intelligence (AI) to enhance design efficiency, optimize labor costs and create new revenue stream.
Commitments and Contingencies
Commitments
Except for the commitment fee payable to Atsion described above (Note 11), the Company had no significant capital or other commitments as of June 30, 2026.
| 13 |
Contingencies
The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material adverse effect on its financial position, cash flows or results of operations on an individual basis or in the aggregate. As of June 30, 2026 and 2025, the Company is not a party to any material legal or administrative proceedings.
The following table summarizes the contractual obligations as of June 30, 2026:
| Payments due by period | ||||||||||||||||||||
| Less than | 1 – 3 | 4 – 5 | More than | |||||||||||||||||
| Contractual obligations | Total | 1 year | years | years | 5 years | |||||||||||||||
| Bank borrowings | $ | 469,880 | $ | 1,505 | $ | 80,321 | $ | 99,451 | $ | 288,603 | ||||||||||
| Future lease payments | 694,562 | 113,702 | 278,338 | 258,484 | $ | 44,038 | ||||||||||||||
| $ | 1,164,442 | $ | 115,207 | $ | 358,659 | $ | 357,935 | $ | 332,641 | |||||||||||
Inflation
While global inflation has retreated from its peak levels, the economic landscape remains constrained by persistently elevated interest rates. The prolonged high-rate environment continues to dampen financing activity and discretionary spending in Hong Kong. Consequently, we face ongoing inflationary pressure on operating costs, particularly wages and materials, while simultaneously contending with softening client demand. This dual pressure creates a challenging margin environment, requiring stringent cost controls to preserve profitability. In order to adapt, we and our subsidiaries would endeavor to seek new business opportunities and would continue to take a conservative approach to cost budgeting, including, but not limited to, withholding distribution of staff bonuses, reconsidering staffing needs and applying greater pressure on the pricing negotiations with subcontractors and suppliers.
Seasonality
The nature of our business does not appear to be affected by seasonal variations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation of internal controls that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 14 |
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is aware of a lawsuit filed in New York State Court asserting that approximately 70 different IPO issuers and underwriters violated Sections 11, 12 and 15 of the federal securities laws. The Company has not yet been served with the lawsuit, and although it appears to have been named as a defendant, there are no allegations specific to the company in the complaint. The Company denies any allegations of wrongdoing of the type alleged vaguely in the complaint. Because the allegations are vague and general, out of an abundance of caution the Company believes it is premature for to determine whether the lawsuit is material.
We are not currently a party to any material litigation or governmental or other proceeding. However, from time to time, we have been, are and will likely continue to be involved in legal proceedings, administrative proceedings and claims that arise in the ordinary course of business with customers, subcontractors, suppliers, regulatory bodies or others. In general, litigation claims or regulatory proceedings can be expensive and time consuming to bring or defend against, which may result in the diversion of management’s attention and resources from our business and business goals and could result in settlement or damages that could significantly affect financial results and the conduct of our business.
ITEM 1A. RISK FACTORS
Except for the additional risk factors set forth below, factors that could cause our actual results to differ materially from those in this Quarterly Report are described in the Form 10-K for the year ended March 31, 2026, any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. Except as described below, as of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Form 10-K for the year ended March 31, 2026. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Nasdaq may delist our Class A Ordinary Shares from its exchange which could limit your ability to make transactions in our securities and subject us to additional trading restrictions. In particular, we may not satisfy Nasdaq’s new minimum market value of listed securities continued listing requirement, which could result in our Class A Ordinary Shares being suspended from trading on, and ultimately delisted from, Nasdaq.
On July 22, 2026, the Securities and Exchange Commission approved a Nasdaq rule requiring companies listed on Nasdaq to maintain a minimum market value of listed securities, or MVLS, of at least $5 million. Under the rule, a company that fails to maintain an MVLS of at least $5 million for 30 consecutive business days may be subject to immediate suspension and delisting proceedings and is not entitled to a customary compliance or cure period prior to the issuance of a delisting determination. Although a company may appeal a delisting determination, its securities may be suspended from trading on Nasdaq while that appeal is pending.
As of July 22, 2026, our market value of listed securities was approximately $2.9 million, which is below the $5 million threshold required under Nasdaq’s continued listing standards. Accordingly, we may become subject to suspension and delisting proceedings if we do not increase our market value of listed securities and satisfy the applicable Nasdaq listing standards.
If our Class A Ordinary Shares is delisted, for failure to comply with the new MVLS requirement or other Nasdaq continued listing requirements, including the $1.00 minimum bid price requirement, it could trade on an over-the-counter market, which could adversely affect the liquidity and market price of our Class A Ordinary Shares, reduce analyst coverage and institutional investor interest, impair our ability to raise additional capital on favorable terms or at all, and make it more difficult for investors to buy or sell our securities. Any delisting could also negatively affect our reputation, relationships with business partners and access to strategic opportunities. Accordingly, there can be no assurance that we will be able to maintain the listing of our Class A Ordinary Shares on Nasdaq.
| 15 |
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sale of Unregistered Equity Securities
Except as set for the below, no unregistered sales of equity securities occurred in the quarter ended June 30, 2026.
On July 22, 2025, the Company entered into the Atsion Purchase Agreement with Atsion, pursuant to which the Company, among others, was prohibited from entering into any variable rate transaction (the “Restriction”). On October 28, 2025, the Company and Atsion entered into a waiver, pursuant to which Atsion agreed to waive the Restriction in relation to an initial closing of a certain purchase agreement, dated as of October 29, 2025, by and among the Company and certain investors (the “PIPE”). Further, on March 25, 2026, the Company and Atsion entered into a conditional waiver for the second and third closing of the PIPE (the “Original Waiver”). On June 4, 2026, the Company entered into Amendment No. 1 to the Conditional Waiver of Covenant (the “Amendment”) with Atsion, amending certain provisions of the Original Waiver. Further, the Original Waiver amended the Atsion Purchase Agreement to subject the Company’s obligation to pay Atsion a commitment fee of $1,000,000 to a payment schedule therein, and if the Company defaults in any of the payments, the entire remaining unpaid balance of the commitment fee shall, at the Atsion’s election, become immediately due and payable, and liquidated damages shall accrue at one percent (1%) of the commitment fee each day. Pursuant to the Amendment, if the Company defaults in the payment of commitment fee, the remaining unpaid balance of the commitment fee shall be converted into Class A Ordinary Shares (“Default Shares”) at a conversion price equal to volume-weighted average price of Company’s Class A Ordinary Shares on the day immediately prior to the Share Transfer Date (as defined in the Amendment), provided, however, that the number of Default Shares will not exceed 3,000,000 shares.
On July 6, 2026, the Company completed an additional closing (the “Additional Closing”) under a certain securities purchase agreement, dated October 29, 2025 (as amended, supplemented or waived from time to time, the “Purchase Agreement”) with TriCore. At the Additional Closing, the Company issued and sold to TriCore 356 Preferred Shares for an aggregate proceeds of $320,400. The Preferred Shares issued at the Additional Closing have an aggregate stated value of $356,000.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
During
the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange
Act)
On May 21, 2026 the shareholders of the Company approved a 1-for-10 share consolidation of all of the Company’s Class A Ordinary Shares (issued an unissued), which became effective on July 31, 2026, in order to regain compliance with the minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2).
ITEM 6. EXHIBITS
| * | Filed herewith. |
| ** | Furnished herewith. |
| 16 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on August 14, 2026.
| OFA GROUP | |
| August 14, 2026 | /s/ Li Hsien Wong |
| Li Hsien Wong | |
| Chief Executive Officer and Director (Principal Executive Officer) | |
| August 14, 2026 | /s/ Ernest Yeung |
| Ernest Yeung | |
| Chief Financial Officer (Principal Financial Officer) |
| 17 |
Exhibit 3.1
Companies Act (Revised)
Company Limited by Shares
|
THIRD amended and restated memorandum
of association OFA Group
|
||
(Adopted by special resolution passed on 21 May 2026 and made effective from 31 July 2026)
Companies Act (Revised)
Company Limited by Shares
Third Amended and Restated
Memorandum of Association
Of
OFA Group
(Adopted by special resolution passed on 21 May 2026 and made effective from 31 July 2026)
| 1 | The name of the Company is OFA Group. |
| 2 | The Company’s registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide. |
| 3 | The Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands. |
| 4 | The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit. |
| 5 | Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely: |
| (a) | the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (Revised); or |
| (b) | insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Act (Revised);or |
| (c) | the business of company management without being licensed in that behalf under the Companies Management Act (Revised). |
| 6 | Unless licensed to do so, the Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands. |
| 7 | The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member’s shares. |
| 8 | The authorised share capital of the Company is US$320,000 divided into: |
| (a) | 10,000,000 Class A Ordinary Shares of a par value of US$0.01 each, |
| (b) | 20,000,000 Class B Ordinary Shares of a par value of US$0.001 each, and |
| (c) | 200,000,000 undesignated shares of a par value of US$0.001 each, of such class or classes (however designated) as the board of directors may determine in accordance with Article 2 of the Articles of Association of the Company. |
Subject to the Companies Act and the Articles, the board of directors shall have power to redeem or purchase any of the Company’s Shares and to increase or reduce its authorized share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the board of directors hereinbefore provided.
| 9 | The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
Companies Act (Revised)
Company Limited By Shares
|
THIRD
amended and restated OFA Group
|
(Adopted by special resolution passed on 21 May 2026 and made effective from 31 July 2026)
Contents
| 1 | Definitions, interpretation and exclusion of Table A | 1 |
| Definitions | 1 | |
| Interpretation | 4 | |
| Exclusion of Table A Articles | 5 | |
| 2 | Shares | 5 |
| Power to issue Shares and options, with or without special rights | 5 | |
| Power to issue fractions of a Share | 7 | |
| Power to pay commissions and brokerage fees | 8 | |
| Trusts not recognised | 8 | |
| Security interests | 8 | |
| Rights of Shares | 8 | |
| Power to vary class rights | 9 | |
| Effect of new Share issue on existing class rights | 10 | |
| No bearer Shares or warrants | 10 | |
| Treasury Shares | 10 | |
| Rights attaching to Treasury Shares and related matters | 10 | |
| Register of Members | 11 | |
| Annual Return | 11 | |
| 3 | Share certificates | 11 |
| Issue of share certificates | 11 | |
| Renewal of lost or damaged share certificates | 12 | |
| 4 | Lien on Shares | 12 |
| Nature and scope of lien | 12 | |
| Company may sell Shares to satisfy lien | 13 | |
| Authority to execute instrument of transfer | 13 | |
| Consequences of sale of Shares to satisfy lien | 13 | |
| Application of proceeds of sale | 14 | |
| 5 | Calls on Shares and forfeiture | 14 |
| Power to make calls and effect of calls | 14 | |
| Time when call made | 14 | |
| Liability of joint holders | 14 | |
| Interest on unpaid calls | 15 | |
| Deemed calls | 15 | |
| Power to accept early payment | 15 | |
| Power to make different arrangements at time of issue of Shares | 15 | |
| Notice of default | 15 | |
| Forfeiture or surrender of Shares | 16 | |
| Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender | 16 | |
| Effect of forfeiture or surrender on former Member | 16 | |
| Evidence of forfeiture or surrender | 17 | |
| Sale of forfeited or surrendered Shares | 17 | |
| 6 | Transfer of Shares | 17 |
| Form of Transfer | 17 | |
| Power to refuse registration for Shares not listed on a Designated Stock Exchange | 17 | |
| Suspension of transfers | 18 | |
| Company may retain instrument of transfer | 18 | |
| Notice of refusal to register | 19 | |
| 7 | Transmission of Shares | 19 |
| Persons entitled on death of a Member | 19 | |
| Registration of transfer of a Share following death or bankruptcy | 19 | |
| Indemnity | 20 | |
| Rights of person entitled to a Share following death or bankruptcy | 20 | |
| 8 | Alteration of capital | 20 |
| Increasing, consolidating, converting, dividing and cancelling share capital | 20 | |
| Dealing with fractions resulting from consolidation of Shares | 21 | |
| Reducing share capital | 21 | |
| 9 | Conversion, redemption and purchase of own Shares | 21 |
| Power to issue redeemable Shares and to purchase own Shares | 21 | |
| Power to pay for redemption or purchase in cash or in specie | 22 | |
| Effect of redemption or purchase of a Share | 22 | |
| No conversion rights | 22 | |
| 10 | Meetings of Members | 22 |
| Annual and extraordinary general meetings | 22 | |
| Power to call meetings | 23 | |
| Content of notice | 23 | |
| Period of notice | 24 | |
| Persons entitled to receive notice | 24 | |
| Accidental omission to give notice or non-receipt of notice | 25 | |
| 11 | Proceedings at meetings of Members | 25 |
| Quorum | 25 | |
| Lack of quorum | 25 | |
| Chairman | 26 | |
| Right of a Director to attend and speak | 26 | |
| Accommodation of Members at Virtual Meeting | 26 | |
| Security | 26 | |
| Adjournment, postponement and cancellation | 27 | |
| Method of voting | 27 | |
| Taking of a poll | 27 | |
| No casting vote | 27 | |
| Written resolutions | 27 | |
| Sole-Member Company | 29 | |
| 12 | Voting rights of Members | 29 |
| Right to vote | 29 | |
| Rights of joint holders | 29 | |
| Representation of corporate Members | 30 | |
| Member with mental disorder | 30 | |
| Objections to admissibility of votes | 30 | |
| Form of proxy | 31 | |
| How and when proxy is to be delivered | 31 | |
| Voting by proxy | 32 | |
| 13 | Number of Directors | 33 |
| 14 | Appointment, disqualification and removal of Directors | 33 |
| First Directors | 33 | |
| No age limit | 33 | |
| Corporate Directors | 33 | |
| No shareholding qualification | 33 | |
| Appointment of Directors | 33 | |
| Board’s power to appoint Directors | 34 | |
| Removal of Directors | 34 | |
| Resignation of Directors | 34 | |
| Termination of the office of Director | 34 | |
| 15 | Alternate Directors | 35 |
| Appointment and removal | 35 | |
| Notices | 36 | |
| Rights of alternate Director | 36 | |
| Appointment ceases when the appointor ceases to be a Director | 36 | |
| Status of alternate Director | 36 | |
| Status of the Director making the appointment | 36 | |
| 16 | Powers of Directors | 37 |
| Powers of Directors | 37 | |
| Directors below the minimum number | 37 | |
| Appointments to office | 37 | |
| Provisions for employees | 38 | |
| Exercise of voting rights | 38 | |
| Remuneration | 38 | |
| Disclosure of information | 39 | |
| 17 | Delegation of powers | 39 |
| Power to delegate any of the Directors’ powers to a committee | 39 | |
| Local boards | 40 | |
| Power to appoint an agent of the Company | 40 | |
| Power to appoint an attorney or authorised signatory of the Company | 40 | |
| Borrowing Powers | 41 | |
| Corporate Governance | 41 | |
| 18 | Meetings of Directors | 41 |
| Regulation of Directors’ meetings | 41 | |
| Calling meetings | 41 | |
| Notice of meetings | 41 | |
| Use of technology | 42 | |
| Quorum | 42 | |
| Chairman or deputy to preside | 42 | |
| Voting | 42 | |
| Recording of dissent | 42 | |
| Written resolutions | 43 | |
| Validity of acts of Directors in spite of formal defect | 43 | |
| 19 | Permissible Directors’ interests and disclosure | 43 |
| 20 | Minutes | 44 |
| 21 | Accounts and audit | 44 |
| Financial year | 44 | |
| Auditors | 44 | |
| 22 | Record dates | 45 |
| 23 | Dividends | 45 |
| Source of dividends | 45 | |
| Declaration of dividends by Members | 45 | |
| Payment of interim dividends and declaration of final dividends by Directors | 45 | |
| Apportionment of dividends | 46 | |
| Right of set off | 46 | |
| Power to pay other than in cash | 47 | |
| How payments may be made | 47 | |
| Dividends or other monies not to bear interest in absence of special rights | 48 | |
| Dividends unable to be paid or unclaimed | 48 | |
| 24 | Capitalisation of profits | 48 |
| Capitalisation of profits or of any share premium account or capital redemption reserve; | 48 | |
| Applying an amount for the benefit of Members | 48 | |
| 25 | Share Premium Account | 49 |
| Directors to maintain share premium account | 49 | |
| Debits to share premium account | 49 | |
| 26 | Seal | 49 |
| Company seal | 49 | |
| Duplicate seal | 49 | |
| When and how seal is to be used | 49 | |
| If no seal is adopted or used | 50 | |
| Power to allow non-manual signatures and facsimile printing of seal | 50 | |
| Validity of execution | 50 | |
| 27 | Indemnity | 50 |
| Release | 51 | |
| Insurance | 51 | |
| 28 | Notices | 52 |
| Form of notices | 52 | |
| Electronic communications | 52 | |
| Persons entitled to notices | 53 | |
| Persons authorised to give notices | 53 | |
| Delivery of written notices | 53 | |
| Joint holders | 53 | |
| Signatures | 53 | |
| Giving notice to a deceased or bankrupt Member | 54 | |
| Date of giving notices | 54 | |
| Saving provision | 54 | |
| 29 | Authentication of Electronic Records | 55 |
| Application of Articles | 55 | |
| Authentication of documents sent by Members by Electronic means | 55 | |
| Authentication of document sent by the Secretary or Officers of the Company by Electronic means | 55 | |
| Manner of signing | 56 | |
| Saving provision | 56 | |
| 30 | Transfer by way of continuation | 56 |
| 31 | Winding up | 57 |
| Distribution of assets in specie | 57 | |
| No obligation to accept liability | 57 | |
| 32 | Amendment of Memorandum and Articles | 57 |
| Power to change name or amend Memorandum | 57 | |
| Power to amend these Articles | 57 | |
Companies Act (Revised)
Company Limited by Shares
Third Amended and Restated
Articles of Association
of
OFA Group
(Adopted by special resolution passed on 21 May 2026 and made effective from 31 July 2026)
| 1 | Definitions, interpretation and exclusion of Table A |
Definitions
| 1.1 | In these Articles, the following definitions apply: |
Act means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force;
Articles means, as appropriate:
| (a) | these articles of association as amended from time to time: or |
| (b) | two or more particular articles of these Articles; |
and Article refers to a particular article of these Articles;
Auditors means the auditor or auditors for the time being of the Company;
Board means the board of Directors from time to time;
Board Resolution means (a) a resolution approved at a duly convened and constituted meeting of the Directors by an affirmative vote of a majority of the Directors present at the meeting who voted on the matter, or (b) a written resolution of the Directors passed in accordance with Article 18.14.
Business Day means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for the avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands;
Cayman Islands means the British Overseas Territory of the Cayman Islands;
| 1 |
Class or Classes mean any class or classes of Shares as may from time to time be issued by the Company;
Class A Ordinary Share means the class A ordinary shares of US$0.01 par value each of the Company, which have the rights set forth in these Articles;
Class B Ordinary Share means the class B ordinary shares of US$0.001 par value each of the Company, which have the rights set forth in these Articles;
Clear Days, in relation to a period of notice, means that period of calendar days excluding:
| (a) | the calendar day when the notice is given or deemed to be given; and |
| (b) | the calendar day for which it is given or on which it is to take effect; |
Commission means Securities and Exchange Commission of the United States of America or other federal agency for the time being administering the U.S. Securities Act;
Company means the above-named company;
Default Rate means ten per cent per annum;
Designated Stock Exchanges means the NASDAQ Capital Market in the United States of America for so long as any class of the Company’s Shares are there listed and any other stock exchange on which any class of the Company’s Shares are listed for trading;
Designated Stock Exchange Rules means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchanges;
Directors means the directors for the time being of the Company and the expression Director shall be construed accordingly;
Electronic has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;
Electronic Communication Facilities means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all persons participating in a meeting are capable of hearing and being heard by each other;
Electronic Record has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;
Electronic Signature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;
| 2 |
Fully Paid Up means:
| (a) | in relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that Share, has been fully paid or credited as paid in money or money’s worth; and |
| (b) | in relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in money or money’s worth; |
General Meeting means a general meeting of the Company duly constituted in accordance with the Articles;
Independent Director means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board by Board Resolution;
Member means any person or persons entered on the register of Members from time to time as the holder of a Share;
Memorandum means the memorandum of association of the Company as amended from time to time;
month means a calendar month;
Officer means a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;
Ordinary Resolution means a resolution of a General Meeting passed by a simple majority of the votes by Members who (being entitled to do so) vote in person or by proxy or, in the case of corporation, by their duly authorised representatives, at that meeting. The expression includes a written resolution signed by the requisite majority in accordance with Article 11.14;
Partly Paid Up means:
| (a) | in relation to a Share with par value, that the par value for that Share and any premium payable in respect of the issue of that Share, has not been fully paid or credited as paid in money or money’s worth; and |
| (b) | in relation to a Share without par value, means that the agreed issue price for that Share has not been fully paid or credited as paid in money or money’s worth; |
Register of Members means the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch or duplicate register of the Members;
Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
| 3 |
Share means a share in the capital of the Company and the expression:
| (a) | includes stock (except where a distinction between shares and stock is expressed or implied); and |
| (b) | where the context permits, also includes a fraction of a Share; |
all references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require.
Special Resolution means a resolution of a General Meeting or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of the votes by Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution signed by all Members entitled to vote at such meeting;
Treasury Shares means Shares held in treasury pursuant to the Act and Article 2.15; and
U.S. Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; and
Virtual Meeting means any general meeting of the Members at which the Members (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Electronic Communication Facilities.
Interpretation
| 1.2 | In the interpretation of these Articles, the following provisions apply unless the context otherwise requires: |
| (a) | A reference in these Articles to a statute is a reference to a statute of the Cayman Islands as known by its short title, and includes: |
| (i) | any statutory modification, amendment or re-enactment; and |
| (ii) | any subordinate legislation or regulations issued under that statute. |
Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.
| (b) | Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity. |
| (c) | If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business Day. |
| 4 |
| (d) | A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders. |
| (e) | A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency. |
| (f) | Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning. |
| (g) | All references to time are to be calculated by reference to time in the place where the Company’s registered office is located. |
| (h) | The words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied. |
| (i) | The words including, include and in particular or any similar expression are to be construed without limitation. |
| (j) | The term “present” means, in respect of any person attending a meeting, such person’s presence at a general meeting of Members (or any meeting of the holders of any class of Shares), which may be satisfied by means of such person or, if a corporation or other non-natural person, its duly authorized representative (or, in the case of any Member, a proxy which has been validly appointed by such Member in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Electronic Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Electronic Communication Facilities. |
| 1.3 | The headings in these Articles are intended for convenience only and shall not affect the interpretation of these Articles. |
Exclusion of Table A Articles
| 1.4 | The regulations contained in Table A in the First Schedule of the Act and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company. |
| 2 | Shares |
Power to issue Shares and options, with or without special rights
| 2.1 | Subject to the provisions of the Act and these Articles about the redemption and purchase of the Shares, the Directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form) to such persons, at such times and on such terms and conditions as they may decide. No Share may be issued at a discount except in accordance with the provisions of the Act. |
| 5 |
| 2.2 | Without limitation to the preceding Article, the Directors may so deal with the unissued Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form): |
| (a) | either at a premium or at par; or |
| (b) | with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise. |
| 2.3 | Without limitation to the two preceding Articles, |
| (a) | the Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company at such times and on such terms and conditions as the Directors may decide; |
| (b) | the Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason. |
| 2.4 | The Directors may authorize the division of Shares into any number of Classes and the different Classes shall be authorized, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by a Special Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate. The Directors may issue from time to time, out of the authorized share capital of the Company (other than the authorized but unissued Ordinary Shares), series of preferred shares in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of any such series are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares, the terms and rights of that series, including: |
| (a) | the designation of such series, the number of preferred shares to constitute such series and the subscription price thereof if different from the par value thereof; |
| (b) | whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited; |
| (c) | the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other series of shares; |
| 6 |
| (d) | whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption; |
| (e) | whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution amongst the Members upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other class or any other series of shares; |
| (f) | whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof; |
| (g) | whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange; |
| (h) | the limitations and restrictions, if any, to be effective while any preferred shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing shares or shares of any other class of shares or any other series of preferred shares; |
| (i) | the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred shares; and |
| (j) | any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof; |
and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.
Power to issue fractions of a Share
| 2.5 | Subject to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares. |
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Power to pay commissions and brokerage fees
| 2.6 | The Company may pay a commission to any person in consideration of that person: |
| (a) | subscribing or agreeing to subscribe, whether absolutely or conditionally; or |
| (b) | procuring or agreeing to procure subscriptions, whether absolute or conditional, |
for any Shares. That commission may be satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in another.
| 2.7 | The Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage. |
Trusts not recognised
| 2.8 | Except as required by Act: |
| (a) | no person shall be recognised by the Company as holding any Share on any trust; and |
| (b) | no person other than the Member shall be recognised by the Company as having any right in a Share. |
Security interests
| 2.9 | Notwithstanding the preceding Article, the Company may (but shall not be obliged to) recognise a security interest of which it has actual notice over shares. The Company shall not be treated as having recognised any such security interest unless it has so agreed in writing with the secured party. |
Rights of Shares
| 2.10 | Subject to Article 2.1, the Memorandum and any Special Resolution to the contrary and without prejudice to any special rights conferred thereby on the holders of any other Shares or class of Shares, Class A Ordinary Shares and Class B Ordinary Shares shall carry equal rights and rank pari passu with one another in all respects other than as set out below: |
| (a) | Voting Rights: |
| (i) | Holders of Class A Ordinary Shares and Class B Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Holders of shares of Class A Ordinary Shares and Class B Ordinary Shares shall, at all times, vote together as a single class on all matters submitted to a vote for Members’ consent. |
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| (ii) | Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company; whereas, each Class B Ordinary Share shall be entitled to twenty five (25) votes on all matters subject to the vote at general meetings of the Company. |
| (b) | Transfer: |
| (i) | Subject to the following Articles about the transfer of Shares, and provided that such transfer complies with applicable rules of the Designated Stock Exchange (if applicable), Class A Ordinary Shares may be transferred in accordance with the Articles and any applicable laws. |
| (ii) | Class B Ordinary Shares shall under no circumstances be transferrable. |
| (c) | Dividends and Distribution: |
| (i) | Dividends may be declared or paid, and other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Members on a winding up) may be made to a holder of a Class A Ordinary Share in accordance with the Article 23. |
| (ii) | No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Members on a winding up) may be made to a holder of a Class B Ordinary Share. |
Power to vary class rights
| 2.11 | If the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies: |
| (a) | the Members holding not less than 50% of the issued Shares of that class consent in writing to the variation; or |
| (b) | the variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued Shares of that class. |
For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes.
| 2.12 | For the purpose of Article 2.10(b), all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class. |
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| 2.13 | For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such classes of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares. |
Effect of new Share issue on existing class rights
| 2.14 | Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares , or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights. |
No bearer Shares or warrants
| 2.15 | The Company shall not issue Shares or warrants to bearers. |
Treasury Shares
| 2.16 | Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Act shall be held as Treasury Shares and not treated as cancelled if: |
| (a) | the Directors so determine prior to the purchase, redemption or surrender of those shares; and |
| (b) | the relevant provisions of the Memorandum and Articles and the Act are otherwise complied with. |
Rights attaching to Treasury Shares and related matters
| 2.17 | No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Members on a winding up) may be made to the Company in respect of a Treasury Share. |
| 2.18 | The Company shall be entered in the register of Members as the holder of the Treasury Shares. However: |
| (a) | the Company shall not be treated as a Member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void; and |
| (b) | a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Act. |
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| 2.19 | Nothing in Article 2.17 prevents an allotment of Shares as Fully Paid Up bonus shares in respect of a Treasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury Share shall be treated as Treasury Shares. |
| 2.20 | Treasury Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the Directors determine. |
Register of Members
| 2.21 | The Directors shall keep or cause to be kept a register of Members as required by the Act and may cause the Company to maintain one or more branch registers as contemplated by the Act, provided that where the Company is maintaining one or more branch registers, the Directors shall ensure that a duplicate of each branch register is kept with the Company’s principal register of Members and updated within such number of days of any amendment having been made to such branch register as may be required by the Act. |
| 2.22 | The title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in accordance with the laws applicable to the rules and regulations of the Designated Stock Exchange and, for these purposes, the register of Members may be maintained in accordance with section 40B of the Act. |
Annual Return
| 2.23 | The Directors in each calendar year shall prepare or cause to be prepared an annual return and declaration setting forth the particulars required by the Act and shall deliver a copy thereof to the registrar of companies for the Cayman Islands. |
| 3 | Share certificates |
Issue of share certificates
| 3.1 | A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. If the Directors resolve that share certificates shall be issued, upon being entered in the register of Members as the holder of a Share, the Directors may issue to any Member: |
| (a) | without payment, one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s holding of Shares of any class, to a certificate for the balance of that holding); and |
| (b) | upon payment of such reasonable sum as the Directors may determine for every certificate after the first, several certificates each for one or more of that Member’s Shares. |
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| 3.2 | Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid Up or Partly Paid Up. A certificate may be executed under seal or executed in such other manner as the Directors determine. |
| 3.3 | Every certificate shall bear legends required under the applicable laws, including the U.S. Securities Act. |
| 3.4 | The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them. |
Renewal of lost or damaged share certificates
| 3.5 | If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to: |
| (a) | evidence; |
| (b) | indemnity; |
| (c) | payment of the expenses reasonably incurred by the Company in investigating the evidence; and |
| (d) | payment of a reasonable fee, if any for issuing a replacement share certificate, |
as the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.
| 4 | Lien on Shares |
Nature and scope of lien
| 4.1 | The Company has a first and paramount lien on all Shares (whether Fully Paid Up or not) registered in the name of a Member (whether solely or jointly with others). The lien is for all monies payable to the Company by the Member or the Member’s estate: |
| (a) | either alone or jointly with any other person, whether or not that other person is a Member; and |
| (b) | whether or not those monies are presently payable. |
| 4.2 | At any time the Board may by Board Resolution declare any Share to be wholly or partly exempt from the provisions of this Article. |
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Company may sell Shares to satisfy lien
| 4.3 | The Company may sell any Shares over which it has a lien if all of the following conditions are met: |
| (a) | the sum in respect of which the lien exists is presently payable; |
| (b) | the Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and |
| (c) | that sum is not paid within fourteen Clear Days after that notice is deemed to be given under these Articles, |
and Shares to which this Article 4.3 applies shall be referred to as Lien Default Shares.
| 4.4 | The Lien Default Shares may be sold in such manner as the Board determines by Board Resolution. |
| 4.5 | To the maximum extent permitted by law, the Directors shall incur no personal liability to the Member concerned in respect of the sale. |
Authority to execute instrument of transfer
| 4.6 | To give effect to a sale, the Directors may authorise any person to execute an instrument of transfer of the Lien Default Shares sold to, or in accordance with the directions of, the purchaser. |
| 4.7 | The title of the transferee of the Lien Default Shares shall not be affected by any irregularity or invalidity in the proceedings in respect of the sale. |
Consequences of sale of Shares to satisfy lien
| 4.8 | On a sale pursuant to the preceding Articles: |
| (a) | the name of the Member concerned shall be removed from the register of Members as the holder of those Lien Default Shares; and |
| (b) | that person shall deliver to the Company for cancellation the certificate (if any) for those Lien Default Shares. |
| 4.9 | Notwithstanding the provisions of Article 4.8, such person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Lien Default Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The Board may by Board Resolution waive payment wholly or in part or enforce payment without any allowance for the value of the Lien Default Shares at the time of sale or for any consideration received on their disposal. |
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Application of proceeds of sale
| 4.10 | The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Lien Default Shares have been sold: |
| (a) | if no certificate for the Lien Default Shares was issued, at the date of the sale; or |
| (b) | if a certificate for the Lien Default Shares was issued, upon surrender to the Company of that certificate for cancellation |
but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Lien Default Shares before the sale.
| 5 | Calls on Shares and forfeiture |
Power to make calls and effect of calls
| 5.1 | Subject to the terms of allotment, the Board may by Board Resolution make calls on the Members in respect of any monies unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice. |
| 5.2 | Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part. |
| 5.3 | A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect of which the call was made. He shall not be liable for calls made after he is no longer registered as Member in respect of those Shares. |
Time when call made
| 5.4 | A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. |
Liability of joint holders
| 5.5 | Members registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share. |
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Interest on unpaid calls
| 5.6 | If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid: |
| (a) | at the rate fixed by the terms of allotment of the Share or in the notice of the call; or |
| (b) | if no rate is fixed, at the Default Rate. |
The Directors may waive payment of the interest wholly or in part.
Deemed calls
| 5.7 | Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue of a call. |
Power to accept early payment
| 5.8 | The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that amount has been called up. |
Power to make different arrangements at time of issue of Shares
| 5.9 | Subject to the terms of allotment, the Directors may make arrangements on the issue of Shares to distinguish between Members in the amounts and times of payment of calls on their Shares. |
Notice of default
| 5.10 | If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than 14 Clear Days’ notice requiring payment of: |
| (a) | the amount unpaid; |
| (b) | any interest which may have accrued; |
| (c) | any expenses which have been incurred by the Company due to that person’s default. |
| 5.11 | The notice shall state the following: |
| (a) | the place where payment is to be made; and |
| (b) | a warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited. |
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Forfeiture or surrender of Shares
| 5.12 | If the notice given pursuant to Article 5.10 is not complied with, the Directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other monies payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the Board may by Board Resolution determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture. |
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender
| 5.13 | A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board by Board Resolution determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the Directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the Directors may by Board Resolution authorise some person to execute an instrument of transfer of the Share to the transferee. |
Effect of forfeiture or surrender on former Member
| 5.14 | On forfeiture or surrender: |
| (a) | the name of the Member concerned shall be removed from the register of Members as the holder of those Shares and that person shall cease to be a Member in respect of those Shares; and |
| (b) | that person shall surrender to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares. |
| 5.15 | Despite the forfeiture or surrender of his Shares, that person shall remain liable to the Company for all monies which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those Shares together with: |
| (a) | all expenses; and |
| (b) | interest from the date of forfeiture or surrender until payment: |
| (i) | at the rate of which interest was payable on those monies before forfeiture; or |
| (ii) | if no interest was so payable, at the Default Rate. |
The Directors, however, may waive payment wholly or in part.
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Evidence of forfeiture or surrender
| 5.16 | A declaration, whether statutory or under oath, made by a Director or the Secretary shall be conclusive evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares: |
| (a) | that the person making the declaration is a Director or Secretary of the Company, and |
| (b) | that the particular Shares have been forfeited or surrendered on a particular date. |
Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.
Sale of forfeited or surrendered Shares
| 5.17 | Any person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares. |
| 6 | Transfer of Shares |
Form of Transfer
| 6.1 | Subject to the following Articles about the transfer of Shares, and provided that such transfer complies with applicable rules of the Designated Stock Exchange, a Member may freely transfer Shares (except Class B Ordinary Shares which shall not be transferrable) to another person by completing an instrument of transfer in a common form or in a form prescribed by the Designated Stock Exchange (if such Shares are listed on the Designated Stock Exchange) or in any other form approved by the Directors, executed: |
| (a) | where the Shares (except Class B Ordinary Shares which shall not be transferrable) are Fully Paid, by or on behalf of that Member; and |
| (b) | where the Shares (except Class B Ordinary Shares which shall not be transferrable) are partly paid, by or on behalf of that Member and the transferee. |
| 6.2 | The transferor shall be deemed to remain the holder of a Share (except Class B Ordinary Shares which shall not be transferrable) until the name of the transferee is entered into the Register of Members. |
Power to refuse registration for Shares not listed on a Designated Stock Exchange
| 6.3 | Where any class of the Shares in question are not listed on or subject to the rules of any Designated Stock Exchange, registration of any transfer of shares must be approved by the Directors by Board Resolution, and the Directors may in their absolute discretion decline to register any transfer of such Shares which are not Fully Paid Up or on which the Company has a lien. The Directors may also, but are not required to, decline to register any transfer of any such Share unless: |
| (a) | the instrument of transfer is lodged with the Company, accompanied by the certificate (if any) for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; |
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| (b) | the instrument of transfer is in respect of only one class of Shares; |
| (c) | the instrument of transfer is properly stamped, if required; |
| (d) | in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four; |
| (e) | the Shares transferred are Fully Paid Up and free of any lien in favour of the Company; and |
| (f) | any applicable fee of such maximum sum as the Designated Stock Exchanges may determine to be payable, or such lesser sum as the Board may from time to time require, related to the transfer is paid to the Company. |
Suspension of transfers
| 6.4 | The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register of Members closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the register of Members closed for more than 30 days in any year. |
Company may retain instrument of transfer
| 6.5 | All instruments of transfer that are registered shall be retained by the Company. |
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Notice of refusal to register
| 6.6 | If the Directors refuse to register a transfer of any Shares of any class not listed on a Designated Stock Exchange, they shall within one month after the date on which the instrument of transfer was lodged with the Company send to each of the transferor and the transferee notice of the refusal. |
| 7 | Transmission of Shares |
Persons entitled on death of a Member
| 7.1 | If a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following: |
| (a) | where the deceased Member was a joint holder, the survivor or survivors; and |
| (b) | where the deceased Member was a sole holder, that Member’s personal representative or representatives. |
| 7.2 | Nothing in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was a sole holder or a joint holder. |
Registration of transfer of a Share following death or bankruptcy
| 7.3 | A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following: |
| (a) | to become the holder of the Share; or |
| (b) | to transfer the Share to another person. |
| 7.4 | That person must produce such evidence of his entitlement as the Directors may properly require. |
| 7.5 | If the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer. |
| 7.6 | If the person elects to transfer the Share to another person then: |
| (a) | if the Share is Fully Paid Up, the transferor must execute an instrument of transfer; and |
| (b) | if the Share is nil or Partly Paid Up, the transferor and the transferee must execute an instrument of transfer. |
| 7.7 | All the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer. |
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Indemnity
| 7.8 | A person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the Directors against any loss or damage suffered by the Company or the Directors as a result of that registration. |
Rights of person entitled to a Share following death or bankruptcy
| 7.9 | A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares. |
| 8 | Alteration of capital |
Increasing, consolidating, converting, dividing and cancelling share capital
| 8.1 | To the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of the following and amend its Memorandum for that purpose: |
| (a) | increase its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges set out in that Ordinary Resolution; |
| (b) | consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares; |
| (c) | convert all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination; |
| (d) | sub-divide its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and |
| (e) | cancel Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish the number of Shares into which its capital is divided. |
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Dealing with fractions resulting from consolidation of Shares
| 8.2 | Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions of a Share the Directors may on behalf of those Members deal with the fractions as it thinks fit, including (without limitation): |
| (a) | either round up or down the fraction to the nearest whole number, such rounding to be determined by the Directors acting in their sole discretion; or |
| (b) | sell the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the Company); and |
| (c) | distribute the net proceeds in due proportion among those Members. |
| 8.3 | For the purposes of Article 8.2, the Directors may authorise some person to execute an instrument of transfer of the Shares to, in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale. |
Reducing share capital
| 8.4 | Subject to the Act and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by Special Resolution, reduce its share capital in any way. |
| 9 | Conversion, redemption and purchase of own Shares |
Power to issue redeemable Shares and to purchase own Shares
| 9.1 | Subject to the Act and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may by its Directors: |
| (a) | issue Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares, on the terms and in the manner its Directors determine before the issue of those Shares; |
| (b) | with the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms and in the manner which the Directors determine at the time of such variation; and |
| (c) | purchase all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the Directors determine at the time of such purchase. |
The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.
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Power to pay for redemption or purchase in cash or in specie
| 9.2 | When making a payment in respect of the redemption or purchase of Shares, the Directors may make the payment in cash or in specie (or partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares or by the terms applying to those Shares in accordance with Article 9.1, or otherwise by agreement with the Member holding those Shares. |
Effect of redemption or purchase of a Share
| 9.3 | Upon the date of redemption or purchase of a Share: |
| (a) | the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive: |
| (i) | the price for the Share; and |
| (ii) | any dividend declared in respect of the Share prior to the date of redemption or purchase; |
| (b) | the Member’s name shall be removed from the register of Members with respect to the Share; and |
| (c) | the Share shall be cancelled or held as a Treasury Share, as the Directors may determine. |
| 9.4 | For the purpose of Article 9.3, the date of redemption or purchase is the date when the Member’s name is removed from the register of Members with respect to the Shares the subject of the redemption or purchase. |
No conversion rights
| 9.5 | Class A Ordinary Shares shall not be convertible into Class B Ordinary Shares. |
| 9.6 | Class B Ordinary Shares shall not be convertible into Class A Ordinary Shares. |
| 10 | Meetings of Members |
Annual and extraordinary general meetings
| 10.1 | The Company may, but shall not (unless required by the applicable Designated Stock Exchange Rules) be obligated to, in each year hold a general meeting as an annual general meeting, which, if held, shall be convened by the chairman of the Board, or the Directors by Board Resolution, in accordance with these Articles. |
| 10.2 | All general meetings other than annual general meetings shall be called extraordinary general meetings. |
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Power to call meetings
| 10.3 | The chairman of the Board, or the Directors may by Board Resolution, call a general meeting at any time. |
| 10.4 | If there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the appointment of additional Directors, the Directors must call a general meeting for the purpose of appointing additional Directors. |
| 10.5 | The Directors must also call a general meeting if requisitioned in the manner set out in the next two Articles. |
| 10.6 | Any one or more Members holding not less than one-third of all votes attaching to the total issued and paid up share capital of the Company at the date of deposit of the requisition shall at all times have the right, by written requisition to the Board or the Secretary, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company. |
| 10.7 | The requisition must also: |
| (a) | specify the purpose of the meeting. |
| (b) | be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may consist of several documents in like form signed by one or more of the requisitioners; and |
| (c) | be delivered in accordance with the notice provisions. |
| 10.8 | Without limitation to the foregoing, if there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the appointment of additional Directors, any one or more Members who together hold at least five per cent of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional Directors. |
| 10.9 | If the Members call a meeting under the above provisions, the Company shall reimburse their reasonable expenses. |
Content of notice
| 10.10 | Notice of a general meeting shall specify each of the following: |
| (a) | the place, the date and the hour of the meeting; |
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| (b) | whether the meeting will be held virtually, at a physical place or both; |
| (c) | if the meeting is to be held in any part at a physical place, the address of such place; |
| (d) | if the meeting is to be held in two or more places, or in any part virtually, the Electronic Communication Facilities that will be used to facilitate the meeting, including the procedures to be followed by any Member or other participant of the meeting who wishes to utilise such Electronic Communication Facilities for the purposes of attending and participating in such meeting; |
| (e) | subject to paragraph (f) and the requirements of (to the extent applicable) the Designated Stock Exchange Rules, the general nature of the business to be transacted; and |
| (f) | if a resolution is proposed as a Special Resolution, the text of that resolution. |
| 10.11 | In each notice there shall appear with reasonable prominence the following statements: |
| (a) | that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and |
| (b) | that a proxyholder need not be a Member. |
Period of notice
| 10.12 | At least seven Clear Days’ notice of an annual general meeting must be given to Members. For any other general meeting, at least five Clear Days’ notice must be given to Members. |
| 10.13 | Subject to the Act, a meeting may be convened on shorter notice, subject to the Act with the consent of the Member or Members who, individually or collectively, hold at least ninety per cent of the voting rights of all those who have a right to vote at that meeting. |
Persons entitled to receive notice
| 10.14 | Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people: |
| (a) | the Members |
| (b) | persons entitled to a Share in consequence of the death or bankruptcy of a Member; |
| (c) | the Directors; and |
| (d) | the Auditors (if appointed). |
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| 10.15 | The Board may by Board Resolution determine that the Members entitled to receive notice of, attend and vote at a meeting are those persons entered on the register of Members at the close of business on a day determined by the Board. |
Accidental omission to give notice or non-receipt of notice
| 10.16 | Proceedings at a meeting shall not be invalidated by the following: |
| (a) | an accidental failure to give notice of the meeting to any person entitled to notice; or |
| (b) | non-receipt of notice of the meeting by any person entitled to notice. |
| 10.17 | In addition, where a notice of meeting is published on a website proceedings at the meeting shall not be invalidated merely because it is accidentally published: |
| (a) | in a different place on the website; or |
| (b) | for part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates. |
| 11 | Proceedings at meetings of Members |
Quorum
| 11.1 | Save as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy at the meeting. A quorum is as follows: |
| (a) | if the Company has only one Member: that Member; |
| (b) | if the Company has more than one Member: one or more Members holding Shares that represent not less than one-third of the outstanding Shares carrying the right to vote at such general meeting. |
Lack of quorum
| 11.2 | If a quorum is not present at the meeting within fifteen minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, then the following provisions apply: |
| (a) | If the meeting was requisitioned by Members, it shall be cancelled. |
| (b) | In any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the Directors. If a quorum is not present at the meeting within fifteen minutes of the time appointed for the adjourned meeting, then the Members present in person or by proxy at the meeting shall constitute a quorum. |
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Chairman
| 11.3 | The chairman of a general meeting (including a Virtual Meeting) shall be the chairman of the Board appointed by Board Resolution, or such other Director as the Directors have nominated to chair Board meetings in the absence of the chairman of the Board. Absent any such person being present at the meeting within fifteen minutes of the time appointed for the meeting, the Directors present shall elect one of their number to chair the meeting. The chairman of the meeting shall be entitled to attend and participate at any such general meeting by means of Electronic Communication Facilities, and to act as the chairman of such general meeting, in which event the chairman of the meeting shall be deemed to be present at the meeting. |
| 11.4 | If no Director is present within fifteen minutes of the time appointed for the meeting, or if no Director is willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting. |
Right of a Director to attend and speak
| 11.5 | Even if a Director is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members holding a particular class of Shares. |
Accommodation of Members at Virtual Meeting
| 11.6 | A Member entitled to receive notice and attend a meeting will be deemed to be in attendance at such meeting despite their attendance being virtual if adequate facilities are available to ensure that the Member is able to: |
| (a) | to participate in the business for which the meeting has been convened; and |
| (b) | to hear all that happens at the meeting. |
Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.
Security
| 11.7 | In addition to any measures which the Board may be required to take due to the location or venue of the meeting, the Board may make any arrangement and impose any restriction it considers appropriate and reasonable in the circumstances to ensure the security of a meeting including, without limitation, the searching of any person attending the meeting and the imposing of restrictions on the items of personal property that may be taken into the meeting place. The Board may refuse entry to, or eject from, a meeting a person who refuses to comply with any such arrangements or restrictions. |
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Adjournment, postponement and cancellation
| 11.8 | A meeting may be: |
| (a) | postponed or cancelled prior to the meeting at the discretion of the Directors by written notice provided to all persons entitled to attend the meeting, unless the meeting was requisitioned by Members or otherwise called by Members pursuant to Article 10; or |
| (b) | adjourned, with or without an appointed date for resumption, at any time during the meeting at the discretion of the chairman with the consent of the Members constituting a quorum. |
The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.
| 11.9 | Should a meeting be adjourned for more than 7 Clear Days, whether because of a lack of quorum or otherwise, Members shall be given at least 7 Clear Days’ notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment. |
Method of voting
| 11.10 | A resolution put to the vote of the meeting shall be decided on a poll. |
Taking of a poll
| 11.11 | A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held as a Virtual Meeting or in more than one place, the chairman may appoint scrutineers virtually and in more than one place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur. |
No casting vote
| 11.12 | In the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote. |
Written resolutions
| 11.13 | Without limitation to section 60(1) of the Act, Members may pass a Special Resolution in writing without holding a meeting if the following conditions are met: |
| (a) | all Members entitled to vote on the resolution are given notice of the resolution as if the same were being proposed at a meeting of Members; |
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| (b) | all Members entitled so to vote: |
| (i) | sign a document; or |
| (ii) | sign several documents in the like form each signed by one or more of those Members; and |
| (c) | the signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose. |
Such written resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed when all such Members have so signified their agreement to the resolution.
| 11.14 | Members may pass an Ordinary Resolution in writing without holding a meeting if the following conditions are met: |
| (a) | all Members entitled to vote on the resolution are: |
| (i) | given notice of the resolution as if the same were being proposed at a meeting of Members; and |
| (ii) | notified in the same or an accompanying notice of the date by which the resolution must be passed if it is not to lapse, being a period of 7 days beginning with the date that the notice is first given; |
| (b) | the required majority of the Members entitled so to vote: |
| (i) | sign a document; or |
| (ii) | sign several documents in the like form each signed by one or more of those Members; and |
| (c) | the signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose. |
Such written resolution, which shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held, is passed upon the later of these dates: (i) subject to the following Article, the date next immediately following the end of the period of 5 days beginning with the date that notice of the resolution is first given and (ii) the date when the required majority have so signified their agreement to the resolution. However, the proposed written resolution lapses if it is not passed before the end of the period of 7 days beginning with the date that notice of it is first given.
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| 11.15 | If all Members entitled to be given notice of the Ordinary Resolution consent, a written resolution may be passed as soon as the required majority have signified their agreement to the resolution, without any minimum period of time having first elapsed. Save that the consent of the majority may be incorporated in the written resolution, each consent shall be in writing or given by Electronic Record and shall otherwise be given to the Company in accordance with Article 28 (Notices) prior to the written resolution taking effect. |
| 11.16 | The Directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll. |
| 11.17 | If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly. |
Sole-Member Company
| 11.18 | If the Company has only one Member, and the Member records in writing his decision on a question, that record shall constitute both the passing of a resolution and the minute of it. |
| 12 | Voting rights of Members |
Right to vote
| 12.1 | Subject to the following, unless their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled to vote at a general meeting, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares. |
| 12.2 | Members may vote in person or by proxy. |
| 12.3 | On a poll, each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled to twenty five (25) votes on all matters subject to vote at general meetings of the Company. A fraction of a Class A Ordinary Share shall entitle its holder to an equivalent fraction of one (1) vote, and a fraction of a Class B Ordinary Share shall entitle its holder to an equivalent fraction of twenty five (25) votes. |
| 12.4 | No Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way. |
Rights of joint holders
| 12.5 | If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the register of Members shall be accepted to the exclusion of the votes of the other joint holder. |
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Representation of corporate Members
| 12.6 | Save where otherwise provided, a corporate Member must act by a duly authorised representative. |
| 12.7 | A corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing. |
| 12.8 | The authorisation may be for any period of time, and must be delivered to the Company before the commencement of the meeting at which it is first used. |
| 12.9 | The Directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice. |
| 12.10 | Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member. |
| 12.11 | A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the Directors of the Company had actual notice of the revocation. |
Member with mental disorder
| 12.12 | A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote on a poll, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court. |
| 12.13 | For the purpose of the preceding Article, evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable. |
Objections to admissibility of votes
| 12.14 | An objection to the validity of a person’s vote may only be raised at the meeting or at the adjourned meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive. |
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Form of proxy
| 12.15 | An instrument appointing a proxy shall be in any common form or in any other form approved by the Directors. |
| 12.16 | The instrument must be in writing and signed in one of the following ways: |
| (a) | by the Member; or |
| (b) | by the Member’s authorised attorney; or |
| (c) | if the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney. |
If the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.
| 12.17 | The Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy. |
| 12.18 | A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with Article 12.16. |
| 12.19 | No revocation by a Member of the appointment of a proxy made in accordance with Article 12.18 will affect the validity of any acts carried out by the relevant proxy before the Directors of the Company had actual notice of the revocation. |
How and when proxy is to be delivered
| 12.20 | Subject to the following Articles, the Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified notarially or in any other way approved by the Directors) must be delivered so that it is received by the Company before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote. They must be delivered in either of the following ways: |
| (a) | In the case of an instrument in writing, it must be left at or sent by post: |
| (i) | to the registered office of the Company; or |
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| (ii) | to such other place within the Cayman Islands specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting. |
| (b) | If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified: |
| (i) | in the notice convening the meeting; or |
| (ii) | in any form of appointment of a proxy sent out by the Company in relation to the meeting; or |
| (iii) | in any invitation to appoint a proxy issued by the Company in relation to the meeting. |
| (c) | Notwithstanding Article 12.20(a) and Article 12.20(b), the chairman of the Company may, in any event at his discretion, direct that an instrument of proxy shall be deemed to have been duly deposited. |
| 12.21 | If the form of appointment of proxy is not delivered on time, it is invalid. |
| 12.22 | When two or more valid but differing appointments of proxy are delivered or received in respect of the same Share for use at the same meeting and in respect of the same matter, the one which is last validly delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that Share. lf the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that Share. |
| 12.23 | The Board may at the expense of the Company send forms of appointment of proxy to the Members by post (that is to say, pre-paying and posting a letter), or by Electronic communication or otherwise (with or without provision for their return by pre-paid post) for use at any general meeting or at any separate meeting of the holders of any class of Shares, either blank or nominating as proxy in the alternative any one or more of the Directors or any other person. lf for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall be issued to all (and not to some only) of the Members entitled to be sent notice of the meeting and to vote at it. The accidental omission to send such a form of appointment or to give such an invitation to, or the non-receipt of such form of appointment by, any Member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting |
Voting by proxy
| 12.24 | A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid. |
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| 12.25 | The instrument appointing a proxy to vote at a meeting shall not confer any further right to speak at the meeting, except with the permission of the chairman of the meeting. |
| 13 | Number of Directors |
| 13.1 | There shall be a Board consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. Unless fixed by Ordinary Resolution, the maximum number of Directors shall be unlimited. |
| 14 | Appointment, disqualification and removal of Directors |
First Directors
| 14.1 | The first Directors shall be appointed in writing by the subscriber or subscribers to the Memorandum, or a majority of them. |
No age limit
| 14.2 | There is no age limit for Directors save that they must be at least eighteen years of age. |
Corporate Directors
| 14.3 | Unless prohibited by law, a body corporate may be a Director. If a body corporate is a Director, the Articles about representation of corporate Members at general meetings apply, mutatis mutandis, to the Articles about Directors’ meetings. |
No shareholding qualification
| 14.4 | Unless a shareholding qualification for Directors is fixed by Ordinary Resolution, no Director shall be required to own Shares as a condition of his appointment. |
Appointment of Directors
| 14.5 | A Director may be appointed by Ordinary Resolution or by the Directors. Any appointment may be to fill a vacancy or as an additional Director. |
| 14.6 | A remaining Director may appoint a Director even though there is not a quorum of Directors. |
| 14.7 | No appointment can cause the number of Directors to exceed the maximum (if one is set); and any such appointment shall be invalid. |
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| 14.8 | For so long as Shares are listed on a Designated Stock Exchange, the Directors shall include at least such number of Independent Directors as applicable law, rules or regulations or the Designated Stock Exchange Rules require as determined by the Board by Board Resolution. |
Board’s power to appoint Directors
| 14.9 | Without prejudice to the Company’s power to appoint a person to be a Director pursuant to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, subject to the total number of Directors not exceeding any maximum number fixed by or in accordance with these Articles. |
| 14.10 | An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Members or re-appointment by the Board. |
Removal of Directors
| 14.11 | A Director may be removed by Board Resolution. |
Resignation of Directors
| 14.12 | A Director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions. |
| 14.13 | Unless the notice specifies a different date, the Director shall be deemed to have resigned on the date that the notice is delivered to the Company. |
Termination of the office of Director
| 14.14 | A Director may retire from office as a Director by giving notice in writing to that effect to the Company at the registered office, which notice shall be effective upon such date as may be specified in the notice, failing which upon delivery to the registered office. |
| 14.15 | Without prejudice to the provisions in these Articles for retirement (by rotation or otherwise), a Director’s office shall be terminated forthwith if: |
| (a) | he is prohibited by the law of the Cayman Islands from acting as a Director; or |
| (b) | he is made bankrupt or makes an arrangement or composition with his creditors generally; or |
| (c) | he resigns his office by notice to the Company; or |
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| (d) | he only held office as a Director for a fixed term and such term expires; or |
| (e) | in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a Director; or |
| (f) | he is given notice by the majority of the other Directors (not being less than two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such Director); or |
| (g) | he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or |
| (h) | without the consent of the other Directors, he is absent from meetings of Directors for a continuous period of six months. |
| 15 | Alternate Directors |
Appointment and removal
| 15.1 | Any Director may appoint any other person, including another Director, to act in his place as an alternate Director. No appointment shall take effect until the Director has given notice of the appointment to the Board. |
| 15.2 | A Director may revoke his appointment of an alternate at any time. No revocation shall take effect until the Director has given notice of the revocation to the Board. |
| 15.3 | A notice of appointment or removal of an alternate Director shall be effective only if given to the Company by one or more of the following methods: |
| (a) | by notice in writing in accordance with the notice provisions contained in these Articles; |
| (b) | if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 29.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine; |
| (c) | if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 29.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form; or |
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| (d) | if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing. |
Notices
| 15.4 | All notices of meetings of Directors shall continue to be given to the appointing Director and not to the alternate. |
Rights of alternate Director
| 15.5 | An alternate Director shall be entitled to attend and vote at any Board meeting or meeting of a committee of the Directors at which the appointing Director is not personally present, and generally to perform all the functions of the appointing Director in his absence. An alternate Director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate Director. |
Appointment ceases when the appointor ceases to be a Director
| 15.6 | An alternate Director shall cease to be an alternate Director if: |
| (a) | the Director who appointed him ceases to be a Director; or |
| (b) | the Director who appointed him revokes his appointment by notice delivered to the Board or to the registered office of the Company or in any other manner approved by the Board; or |
| (c) | in any event happens in relation to him which, if he were a Director of the Company, would cause his office as Director to be vacated. |
Status of alternate Director
| 15.7 | An alternate Director shall carry out all functions of the Director who made the appointment. |
| 15.8 | Save where otherwise expressed, an alternate Director shall be treated as a Director under these Articles. |
| 15.9 | An alternate Director is not the agent of the Director appointing him. |
| 15.10 | An alternate Director is not entitled to any remuneration for acting as alternate Director. |
Status of the Director making the appointment
| 15.11 | A Director who has appointed an alternate is not thereby relieved from the duties which he owes the Company. |
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| 16 | Powers of Directors |
Powers of Directors
| 16.1 | Subject to the provisions of the Act, the Memorandum and these Articles the business of the Company shall be managed by the Directors who may for that purpose exercise all the powers of the Company. |
| 16.2 | No prior act of the Directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the extent allowed by the Act, Members may, by Special Resolution, validate any prior or future act of the Directors which would otherwise be in breach of their duties. |
Directors below the minimum number
| 16.3 | If the number of Directors is less than the minimum prescribed in accordance with these Articles, the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a general meeting of the Company for the purpose of making such appointment. lf there are no Director or Directors able or willing to act, any two Members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to these Articles) only until the dissolution of the annual general meeting next following such appointment unless he is re-elected during such meeting. |
Appointments to office
| 16.4 | The Directors may by Board Resolution appoint a Director: |
| (a) | as chairman of the Board; |
| (b) | as managing Director; |
| (c) | to any other executive office, |
for such period, and on such terms, including as to remuneration as they think fit.
| 16.5 | The appointee must consent in writing to holding that office. |
| 16.6 | Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of Directors. |
| 16.7 | If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the Directors may nominate one of their number to act in place of the chairman should he ever not be available. |
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| 16.8 | Subject to the provisions of the Act, the Directors may also appoint and remove any person, who need not be a Director: |
| (a) | as Secretary; and |
| (b) | to any office that may be required |
for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the Directors decide.
| 16.9 | The Secretary or Officer must consent in writing to holding that office. |
| 16.10 | A Director, Secretary or other Officer of the Company may not the hold the office, or perform the services, of auditor. |
Provisions for employees
| 16.11 | The Board may make provision for the benefit of any persons employed or formerly employed by the Company or any of its subsidiary undertakings (or any member of his family or any person who is dependent on him) in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or any of its subsidiary undertakings. |
Exercise of voting rights
| 16.12 | The Board may exercise the voting power conferred by the Shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit (including, without limitation, the exercise of that power in favour of any resolution appointing any Director as a Director of such body corporate, or voting or providing for the payment of remuneration to the Directors of such body corporate). |
Remuneration
| 16.13 | Every Director may be remunerated by the Company for the services he provides for the benefit of the Company, whether as Director, employee or otherwise, and shall be entitled to be paid for the expenses incurred in the Company’s business including attendance at Directors’ meetings. |
| 16.14 | Until otherwise determined by the Company by Ordinary Resolution, the Directors (other than alternate Directors) shall be entitled to such remuneration by way of fees for their services in the office of Director as the Directors may determine. |
| 16.15 | Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the Director or to any other person connected to or related to him. |
| 16.16 | Unless his fellow Directors determine otherwise, a Director is not accountable to the Company for remuneration or other benefits received from any other company which is in the same group as the Company or which has common shareholdings. |
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Disclosure of information
| 16.17 | Subject to compliance with applicable laws, including the applicable federal securities laws of the United States, the Directors may release or disclose to a third party any information regarding the affairs of the Company, including any information contained in the register of Members relating to a Member, (and they may authorise any Director, Officer or other authorised agent of the Company to release or disclose to a third party any such information in his possession) if: |
| (a) | the Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company is subject; or |
| (b) | such disclosure is in compliance with the Designated Stock Exchange Rules; or |
| (c) | such disclosure is in accordance with any contract entered into by the Company; or |
| (d) | the Directors are of the opinion such disclosure would assist or facilitate the Company’s operations. |
| 17 | Delegation of powers |
Power to delegate any of the Directors’ powers to a committee
| 17.1 | The Directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members. Persons on the committee may include non-Directors so long as the majority of those persons are Directors. For so long as Shares are listed on a Designated Stock Exchange, any such committee shall be made up of such number of Independent Directors as required from time to time by the Designated Stock Exchange Rules or otherwise required by applicable law. |
| 17.2 | The delegation may be collateral with, or to the exclusion of, the Directors’ own powers. |
| 17.3 | The delegation may be on such terms as the Directors think fit, including provision for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the Directors at will. |
| 17.4 | Unless otherwise permitted by the Directors, a committee must follow the procedures prescribed for the taking of decisions by Directors. |
| 17.5 | For so long as Shares are listed on a Designated Stock Exchange, the Board shall by Board Resolution establish an audit committee, a compensation committee and a nominating and corporate governance committee. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in these Articles. Each of the audit committee, compensation committee and nominating and corporate governance committee shall consist of at least three Directors (or such larger minimum number as may be required from time to time by the Designated Stock Exchange Rules). The majority of the committee members on each of the compensation committee and nominating and corporate governance committee shall be Independent Directors. The audit committee shall be made up of such number of Independent Directors as required from time to time by the Designated Stock Exchange Rules or otherwise required by applicable law. |
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Local boards
| 17.6 | The Board may by Board Resolution establish any local or divisional board or agency for managing any of the affairs of the Company whether in the Cayman Islands or elsewhere and may appoint any persons to be members of a local or divisional Board, or to be managers or agents, and may fix their remuneration. |
| 17.7 | The Board may by Board Resolution delegate to any local or divisional board, manager or agent any of its powers and authorities (with power to sub-delegate) and may authorise the members of any local or divisional board or any of them to fill any vacancies and to act notwithstanding vacancies. |
| 17.8 | Any appointment or delegation under Article 17.6 and Article 17.7 may be made on such terms and subject to such conditions as the Board thinks fit and the Board may by Board Resolution remove any person so appointed, and may revoke or vary any delegation. |
Power to appoint an agent of the Company
| 17.9 | The Directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without authority for that person to delegate all or any of that person’s powers. The Directors may make that appointment: |
| (a) | by causing the Company to enter into a power of attorney or agreement; or |
| (b) | in any other manner they determine. |
Power to appoint an attorney or authorised signatory of the Company
| 17.10 | The Directors may appoint any person, whether nominated directly or indirectly by the Directors, to be the attorney or the authorised signatory of the Company. The appointment may be: |
| (a) | for any purpose; |
| (b) | with the powers, authorities and discretions; |
| (c) | for the period; and |
| (d) | subject to such conditions |
as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors may do so by power of attorney or any other manner they think fit.
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| 17.11 | Any power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised signatory as the Directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person. |
| 17.12 | The Board may by Board Resolution remove any person appointed under Article 17.10 and may revoke or vary the delegation. |
Borrowing Powers
| 17.13 | The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets both present and future and uncalled capital, or any part thereof, and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or its parent undertaking (if any) or any subsidiary undertaking of the Company or of any third party. |
Corporate Governance
| 17.14 | The Board may by Board Resolution, from time to time, and except as required by applicable law or the Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company, which shall be intended to set forth the guiding principles and policies of the Company and the Board on various corporate governance related matters as the Board shall determine by Board Resolution from time to time. |
| 18 | Meetings of Directors |
Regulation of Directors’ meetings
| 18.1 | Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. |
Calling meetings
| 18.2 | Any Director may call a meeting of Directors at any time. The Secretary must call a meeting of the Directors if requested to do so by a Director. |
Notice of meetings
| 18.3 | Notice of a Board meeting may be given to a Director personally or by word of mouth or given in writing or by Electronic communications at such address as he may from time to time specify for this purpose (or, if he does not specify an address, at his last known address). A Director may waive his right to receive notice of any meeting either prospectively or retrospectively. |
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Use of technology
| 18.4 | A Director may participate in a meeting of Directors through the medium of conference telephone, video or any other form of communications equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. |
| 18.5 | A Director participating in this way is deemed to be present in person at the meeting. |
Quorum
| 18.6 | The quorum for the transaction of business at a meeting of Directors shall be one unless the Directors fix some other number. |
Chairman or deputy to preside
| 18.7 | The Board may by Board Resolution appoint a chairman and one or more deputy chairman or chairmen and may at any time revoke any such appointment. |
| 18.8 | The chairman, or failing him any deputy chairman (the longest in office taking precedence if more than one is present), shall preside at all Board meetings. If no chairman or deputy chairman has been appointed, or if he is not present within five minutes after the time fixed for holding the meeting, or is unwilling to act as chairman of the meeting, the Directors present shall choose one of their number to act as chairman of the meeting. |
Voting
| 18.9 | A question which arises at a Board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he wishes, exercise a casting vote. |
Recording of dissent
| 18.10 | A Director present at a meeting of Directors shall be presumed to have assented to any action taken at that meeting unless: |
| (a) | his dissent is entered in the minutes of the meeting; or |
| (b) | he has filed with the meeting before it is concluded signed dissent from that action; or |
| (c) | he has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent. |
A Director who votes in favour of an action is not entitled to record his dissent to it.
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Written resolutions
| 18.11 | The Directors may pass a resolution in writing without holding a meeting if all Directors sign a document or sign several documents in the like form each signed by one or more of those Directors. |
| 18.12 | A written resolution signed by a validly appointed alternate Director need not also be signed by the appointing Director. |
| 18.13 | A written resolution signed personally by the appointing Director need not also be signed by his alternate. |
| 18.14 | A resolution in writing passed pursuant to Article 18.11, Article 18.12 and/or Article 18.13 shall be as effective as if it had been passed at a meeting of the Directors duly convened and held; and it shall be treated as having been passed on the day and at the time that the last Director signs (and for the avoidance of doubt, such day may or may not be a Business Day). |
Validity of acts of Directors in spite of formal defect
| 18.15 | All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director or an alternate Director, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director or member of the committee, or that any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and qualified and had continued to be a Director or alternate Director and had been entitled to vote. |
| 19 | Permissible Directors’ interests and disclosure |
| 19.1 | A Director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein provided the Director discloses to his fellow directors the nature and extent of any material interests in respect of any contract or transaction or proposed contract or transaction and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration. |
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| 20 | Minutes |
| 20.1 | The Company shall cause minutes to be made in books of: |
| (a) | all appointments of Officers and committees made by the Board and of any such Officer’s remuneration; and |
| (b) | the names of Directors present at every meeting of the Directors, a committee of the Board, the Company or the holders of any class of shares or debentures, and all orders, resolutions and proceedings of such meetings. |
| 20.2 | Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting or the Secretary, shall be prima facie evidence of the matters stated in them. |
| 21 | Accounts and audit |
| 21.1 | The Directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed in accordance with the requirements of the Act. |
| 21.2 | The books of account shall be kept at the registered office of the Company and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Act or as authorised by the Directors or by Ordinary Resolution. |
Financial year
| 21.3 | Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31 March in each year and begin on 1 April in each year. |
Auditors
| 21.4 | The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine. |
| 21.5 | At any general meeting convened and held at any time in accordance with these Articles, the Members may, by Ordinary Resolution, remove the Auditor before the expiration of his term of office. If they do so, the Members shall, by Ordinary Resolution, at that meeting appoint another Auditor in his stead for the remainder of his term. |
| 21.6 | The Auditors shall examine such books, accounts and vouchers; as may be necessary for the performance of their duties. |
| 21.7 | The Auditors shall, if so requested by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Company. |
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| 22 | Record dates |
| 22.1 | Except to the extent of any conflicting rights attached to Shares, the resolution declaring a dividend on Shares of any class, whether it be an Ordinary Resolution of the Members or a Board Resolution, may specify that the dividend is payable or distributable to the persons registered as the holders of those Shares at the close of business on a particular date, notwithstanding that the date may be a date prior to that on which the resolution is passed. |
| 22.2 | If the resolution does so specify, the dividend shall be payable or distributable to the persons registered as the holders of those Shares at the close of business on the specified date in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of the dividend of transferors and transferees of any of those Shares. |
| 22.3 | The provisions of this Article apply, mutatis mutandis, to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members. |
| 23 | Dividends |
Source of dividends
| 23.1 | Dividends may be declared and paid out of any funds of the Company lawfully available for distribution. |
| 23.2 | Subject to the requirements of the Act regarding the application of a company’s Share premium account and with the sanction of an Ordinary Resolution, dividends may also be declared and paid out of any share premium account. |
Declaration of dividends by Members
| 23.3 | Subject to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of the Members but no dividend shall exceed the amount recommended by the Directors. |
| 23.4 | No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Members on a winding up) may be made to a holder of a Class B Ordinary Share. |
Payment of interim dividends and declaration of final dividends by Directors
| 23.5 | Subject to Article 23.4, the Directors may by Board Resolution declare and pay interim dividends or recommend final dividends in accordance with the respective rights of the Members if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid. |
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| 23.6 | Subject to the provisions of the Act, in relation to the distinction between interim dividends and final dividends, the following applies: |
| (a) | Upon determination to pay a dividend or dividends described as interim by the Directors in the dividend Board Resolution, no debt shall be created by the declaration until such time as payment is made. |
| (b) | Upon declaration of a dividend or dividends described as final by the Directors in the dividend Board Resolution, a debt shall be created immediately following the declaration, the due date to be the date the dividend is stated to be payable in the Board Resolution. |
If the Board Resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.
| 23.7 | In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies: |
| (a) | If the share capital is divided into different classes, the Directors may pay dividends on Shares which confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. |
| (b) | The Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment. |
| (c) | If the Directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights. |
Apportionment of dividends
| 23.8 | Except as otherwise provided by the rights attached to Shares all dividends shall be declared and paid according to the amounts Paid Up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount Paid Up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly. |
Right of set off
| 23.9 | The Directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person to the Company on a call or otherwise in relation to a Share. |
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Power to pay other than in cash
| 23.10 | If the Directors so determine, any Board Resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets. If a difficulty arises in relation to the distribution, the Directors may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following: |
| (a) | issue fractional Shares; |
| (b) | fix the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust the rights of Members; and |
| (c) | vest some assets in trustees. |
How payments may be made
| 23.11 | Subject to Article 23.4, a dividend or other monies payable on or in respect of a Share may be paid in any of the following ways: |
| (a) | if the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose - by wire transfer to that bank account; or |
| (b) | by cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share. |
| 23.12 | For the purposes of Article 23.11(a), the nomination may be in writing or in an Electronic Record and the bank account nominated may be the bank account of another person. For the purposes of Article 23.11(b), subject to any applicable law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge to the Company. |
| 23.13 | Subject to Article 23.4, if two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows: |
| (a) | to the registered address of the Joint Holder of the Share who is named first on the register of Members or to the registered address of the deceased or bankrupt holder, as the case may be; or |
| (b) | to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record. |
| 23.14 | Subject to Article 23.4, any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share. |
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Dividends or other monies not to bear interest in absence of special rights
| 23.15 | Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear interest. |
Dividends unable to be paid or unclaimed
| 23.16 | Subject to Article 23.4, if a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the Directors may pay it into a separate account in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member. |
| 23.17 | A dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease to remain owing by, the Company. |
| 24 | Capitalisation of profits |
Capitalisation of profits or of any share premium account or capital redemption reserve;
| 24.1 | The Directors may resolve to capitalise: |
| (a) | any part of the Company’s profits not required for paying any preferential dividend (whether or not those profits are available for distribution); or |
| (b) | any sum standing to the credit of the Company’s share premium account or capital redemption reserve, if any. |
| 24.2 | Subject to Article 23.4, the amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways: |
| (a) | by paying up the amounts unpaid on that Member’s Shares; |
| (b) | by issuing Fully Paid Up Shares, debentures or other securities of the Company to that Member or as that Member directs. The Directors may resolve that any Shares issued to the Member in respect of Partly Paid Up Shares (Original Shares) rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain Partly Paid Up. |
Applying an amount for the benefit of Members
| 24.3 | Subject to Article 23.4, the amount capitalised must be applied to the benefit of Members in the proportions to which the Members would have been entitled to dividends if the amount capitalised had been distributed as a dividend. |
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| 24.4 | Subject to the Act, if a fraction of a Share, a debenture or other security is allocated to a Member, the Directors may issue a fractional certificate to that Member or pay him the cash equivalent of the fraction. |
| 25 | Share Premium Account |
Directors to maintain share premium account
| 25.1 | The Directors shall establish a share premium account in accordance with the Act. They shall carry to the credit of that account from time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital contributed or such other amounts required by the Act. |
Debits to share premium account
| 25.2 | The following amounts shall be debited to any share premium account: |
| (a) | on the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price; and |
| (b) | any other amount paid out of a share premium account as permitted by the Act. |
| 25.3 | Notwithstanding the preceding Article, on the redemption or purchase of a Share, the Directors may pay the difference between the nominal value of that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Act, out of capital. |
| 26 | Seal |
Company seal
| 26.1 | The Company may have a seal if the Directors so determine by Board Resolution. |
Duplicate seal
| 26.2 | Subject to the provisions of the Act, the Company may also have a duplicate seal or seals for use in any place or places outside the Cayman Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, if the Directors so determine by Board Resolution, a duplicate seal shall have added on its face the name of the place where it is to be used. |
When and how seal is to be used
| 26.3 | A seal may only be used by the authority of the Directors. Unless the Directors otherwise determine by Board Resolution, a document to which a seal is affixed must be signed in one of the following ways: |
| (a) | by a Director (or his alternate) and the Secretary; or |
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| (b) | by a single Director (or his alternate). |
If no seal is adopted or used
| 26.4 | If the Directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner: |
| (a) | by a Director (or his alternate) and the Secretary; or |
| (b) | by a single Director (or his alternate); or |
| (c) | in any other manner permitted by the Act. |
Power to allow non-manual signatures and facsimile printing of seal
| 26.5 | The Directors may determine by Board Resolution that either or both of the following applies: |
| (a) | that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction; |
| (b) | that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature. |
Validity of execution
| 26.6 | If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the Director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company. |
| 27 | Indemnity |
| 27.1 | To the extent permitted by law, the Company shall indemnify each existing or former Director (including alternate Director), Secretary and other Officer of the Company (including an investment adviser or an administrator or liquidator) and their personal representatives against: |
| (a) | all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Director (including alternate Director), Secretary or Officer in or about the conduct of the Company’s business or affairs or in the execution or discharge of the existing or former Director’s (including alternate Director’s), Secretary’s or Officer’s duties, powers, authorities or discretions; and |
| (b) | without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Director (including alternate Director), Secretary or Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere. |
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No such existing or former Director (including alternate Director), Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.
| 27.2 | To the extent permitted by Act, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Director (including alternate Director), Secretary or Officer of the Company in respect of any matter identified in Article 27.1 on condition that the Director (including alternate Director), Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Director (including alternate Director), Secretary or that Officer for those legal costs. |
Release
| 27.3 | To the extent permitted by Act, the Company may by Special Resolution release any existing or former Director (including alternate Director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own dishonesty. |
Insurance
| 27.4 | To the extent permitted by Act, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the Directors, other than liability arising out of that person’s own dishonesty: |
| (a) | an existing or former Director (including alternate Director), Secretary or Officer or auditor of: |
| (i) | the Company; |
| (ii) | a company which is or was a subsidiary of the Company; |
| (iii) | a company in which the Company has or had an interest (whether direct or indirect); and |
| (b) | a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or was interested. |
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| 28 | Notices |
Form of notices
| 28.1 | Save where these Articles provide otherwise, and subject to the Designated Stock Exchange Rules, any notice to be given to or by any person pursuant to these Articles shall be: |
| (a) | in writing signed by or on behalf of the giver in the manner set out below for written notices; or |
| (b) | subject to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance with Articles about authentication of Electronic Records; or |
| (c) | where these Articles expressly permit, by the Company by means of a website. |
Electronic communications
| 28.2 | A notice may only be given to the Company in an Electronic Record if: |
| (a) | the Directors so resolve or otherwise accept the notice; or |
| (b) | any Director or Officer provides the giver of the notice an electronic address to which the notice may be sent and a notice is sent to that address within a reasonable period of time. |
| 28.3 | A notice may not be given by Electronic Record to a person other than the Company unless the recipient has provided the giver of an Electronic address to which notice may be sent. |
| 28.4 | Subject to the Act, the Designated Stock Exchange Rules and to any other rules which the Company is bound to follow, the Company may also send any notice or other document pursuant to these Articles to a Member by publishing that notice or other document on a website where: |
| (a) | the Company and the Member have agreed to his having access to the notice or document on a website (instead of it being sent to him); |
| (b) | the notice or document is one to which that agreement applies; |
| (c) | the Member is notified (in accordance with any requirements laid down by the Act and, in a manner for the time being agreed between him and the Company for the purpose) of: |
| (i) | the publication of the notice or document on a website; |
| (ii) | the address of that website; and |
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| (iii) | the place on that website where the notice or document may be accessed, and how it may be accessed; and |
| (d) | the notice or document is published on that website throughout the publication period, provided that, if the notice or document is published on that website for a part, but not all of, the publication period, the notice or document shall be treated as being published throughout that period if the failure to publish that notice of document throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid. For the purposes of this Article 28.4 “publication period” means a period of not less than seven days, beginning on the day on which the notification referred to in Article 28.4(c) is deemed sent. |
Persons entitled to notices
| 28.5 | Any notice or other document to be given to a Member may be given by reference to the register of Members as it stands at any time within the period of seven days before the day that the notice is given or (where and as applicable) within any other period permitted by, or in accordance with the requirements of, (to the extent applicable) the Designated Stock Exchange Rules and/or the Designated Stock Exchanges. No change in the register of Members after that time shall invalidate the giving of such notice or document or require the Company to give such item to any other person. |
Persons authorised to give notices
| 28.6 | A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a Director or company secretary of the Company or a Member. |
Delivery of written notices
| 28.7 | Save where these Articles provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate) the Member’s or Director’s registered address or the Company’s registered office, or posted to that registered address or registered office. |
Joint holders
| 28.8 | Where Members are joint holders of a Share, all notices shall be given to the Member whose name first appears in the register of Members. |
Signatures
| 28.9 | A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its execution or adoption by the giver. |
| 28.10 | An Electronic Record may be signed by an Electronic Signature. |
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Evidence of transmission
| 28.11 | A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of the transmission, and if no notification of failure to transmit is received by the giver. |
| 28.12 | A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient. |
| 28.13 | A Member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of Shares shall be deemed to have received due notice of the meeting and, where requisite, of the purposes for which it was called. |
Giving notice to a deceased or bankrupt Member
| 28.14 | A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled. |
| 28.15 | Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred. |
Date of giving notices
| 28.16 | A notice is given on the date identified in the following table |
| Method for giving notices | When taken to be given | |
| (A) Personally | At the time and date of delivery | |
| (B) By leaving it at the Member’s registered address | At the time and date it was left | |
| (C) By posting it by prepaid post to the street or postal address of that recipient | 48 hours after the date it was posted | |
| (D) By Electronic Record (other than publication on a website), to recipient’s Electronic address | 48 hours after the date it was sent | |
| (E) By publication on a website | 24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website |
Saving provision
| 28.17 | None of the preceding notice provisions shall derogate from the Articles about the delivery of written resolutions of Directors and written resolutions of Members. |
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| 29 | Authentication of Electronic Records |
Application of Articles
| 29.1 | Without limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a Director or other Officer of the Company, shall be deemed to be authentic if either Article 29.2 or Article 29.4 applies. |
Authentication of documents sent by Members by Electronic means
| 29.2 | An Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied: |
| (a) | the Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by one or more of those Members; and |
| (b) | the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and |
| (c) | Article 29.7 does not apply. |
| 29.3 | For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article 28.7 applies. |
Authentication of document sent by the Secretary or Officers of the Company by Electronic means
| 29.4 | An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied: |
| (a) | the Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by the Secretary or one or more of those Officers; and |
| (b) | the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and |
| (c) | Article 29.7 does not apply. |
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This Article 29.4 applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.
| 29.5 | For example, where a sole Director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the written resolution of that Director unless Article 29.7 applies. |
Manner of signing
| 29.6 | For the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed manually or in any other manner permitted by these Articles. |
Saving provision
| 29.7 | A notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably: |
| (a) | believes that the signature of the signatory has been altered after the signatory had signed the original document; or |
| (b) | believes that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original document; or |
| (c) | otherwise doubts the authenticity of the Electronic Record of the document |
and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.
| 30 | Transfer by way of continuation |
| 30.1 | The Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction outside: |
| (a) | the Cayman Islands; or |
| (b) | such other jurisdiction in which it is, for the time being, incorporated, registered or existing. |
| 30.2 | To give effect to any resolution made pursuant to the preceding Article, the Directors may cause the following: |
| (a) | an application be made to the Registrar of Companies of the Cayman Islands to deregister the Company in the Cayman Islands or in the other jurisdiction in which it is for the time being incorporated, registered or existing; and |
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| (b) | all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company. |
| 31 | Winding up |
Distribution of assets in specie
| 31.1 | If the Company is wound up the Members may, subject to these Articles and any other sanction required by the Act, pass a Special Resolution allowing the liquidator to do either or both of the following: |
| (a) | to divide in specie among the holders of the Class A Ordinary Shares the whole or any part of the assets of the Company and, for that purpose, to value any assets and to determine how the division shall be carried out as among the holders of the Class A Ordinary Shares; and/or |
| (b) | to vest the whole or any part of the assets in trustees for the benefit of the holders of the Class A Ordinary Shares and those liable to contribute to the winding up. |
| 31.2 | No distribution (whether in cash or otherwise) of the Company’s assets on a winding up may be made to a holder of a Class B Ordinary Share. |
No obligation to accept liability
| 31.3 | No Member shall be compelled to accept any assets if an obligation attaches to them. |
| 31.4 | The Directors are authorised to present a winding up petition |
| 31.5 | The Directors have the authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting. |
| 32 | Amendment of Memorandum and Articles |
Power to change name or amend Memorandum
| 32.1 | Subject to the Act, the Company may, by Special Resolution: |
| (a) | change its name; or |
| (b) | change the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum. |
Power to amend these Articles
| 32.2 | Subject to the Act and as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part. |
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Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Li Hsien Wong, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of OFA Group (the Registrant); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to me by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| c) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| /s/ Li Hsien Wong | |
| Li Hsien Wong | |
| Principal Executive Officer | |
| Date: August 14, 2026 |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Ernest Yeung, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of OFA Group (the Registrant); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| c) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| /s/ Ernest Yeung | |
| Ernest Yeung | |
| Principal Financial Officer | |
| Date: August 14, 2026 |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10-Q of OFA Group for the period ended June 30, 2026, I, Li Hsien Wong, Chief Executive Officer and Director of OFA Group, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
| (1) | Such Quarterly Report on Form 10-Q of OFA Group for the period ended June 30, 2026, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in such Quarterly Report on Form 10-Q of OFA Group for the period ended June 30, 2026, fairly presents, in all material respects, the financial condition and results of operations of OFA Group |
| /s/ Li Hsien Wong | |
| Li Hsien Wong | |
| Principal Executive Officer | |
| Date: August 14, 2026 |
A signed original of the certification required by Section 906 has been provided to OFA Group and will be retained by OFA Group and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10-Q of OFA Group for the period ended June 30, 2026 I, Ernest Yeung, Chief Financial Officer of OFA Group, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
| (1) | Such Quarterly Report on Form 10-Q of OFA Group for the period ended June 30, 2026, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in such Quarterly Report on Form 10-Q of OFA Group for the period ended June 30, 2026, fairly presents, in all material respects, the financial condition and results of operations of OFA Group |
| /s/ Ernest Yeung | |
| Ernest Yeung | |
| Principal Financial Officer | |
| Date: August 14, 2026 |
A signed original of the certification required by Section 906 has been provided to OFA Group and will be retained by OFA Group and furnished to the Securities and Exchange Commission or its staff upon request.