SecureTech Innovations (SCTH) 3D-print arm grows sales but burns cash

Rhea-AI Filing Summary

SecureTech Innovations, Inc. (SCTH) filed an amended current report to update the audited financial statements of Zhejiang Jizhu Technology Co., Ltd., a PRC-based 3D-printing construction business in which SecureTech acquired an indirect 90% interest on June 23, 2025. The amendment responds to SEC staff comments and replaces Exhibit 99.1 so that the audit opinion of Gary Cheng CPA Limited explicitly covers both the 2023 and 2024 consolidated financial statements under US GAAP, with an unqualified opinion for each year and no restatement or change to any reported amounts.

The amended exhibit shows Zhejiang Jizhu generated RMB 21.1 million revenue in 2024, up sharply from RMB 1.6 million in 2023, but recorded net losses of RMB 6.2 million and RMB 5.4 million, respectively, and negative operating cash flows of RMB 12.6 million in 2024. Total equity was RMB 15.2 million at December 31, 2024, supported by capital injections and bank borrowings. The amendment is limited to financial statement and auditor-consent exhibits; all other disclosures from the original report remain unchanged.

Positive

• Zhejiang Jizhu revenue expanded to RMB 21.1 million in 2024 from RMB 1.6 million in 2023, indicating rapid top-line growth in the newly acquired 3D-printing construction business.
• Auditor issued unqualified opinions for both 2023 and 2024 Zhejiang Jizhu financial statements under US GAAP, enhancing the reliability of historical financial information included in SecureTech’s acquisition disclosure.

Negative

• Zhejiang Jizhu reported net losses of RMB 6.2 million in 2024 and RMB 5.4 million in 2023, indicating the acquired business has not yet achieved profitability.
• Operating cash outflows reached RMB 12.6 million in 2024 at Zhejiang Jizhu, requiring funding through share capital of RMB 6.6 million and new bank loans of RMB 13.5 million.
• Interest-bearing bank borrowings increased to RMB 13.7 million in 2024 with related finance costs of RMB 822,800, adding leverage and interest expense at the acquired entity.

Filing Explained

The revised exhibit reports that a subsidiary issued 120,000 new shares for RMB 6,000,000 on February 17, 2025, reducing SecureTech’s effective interest from 90.00% to 80.36%; this is dilution of its subsidiary stake, not an issuance of SecureTech common stock.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Zhejiang Jizhu Revenue 2024: RMB 21,110,334 Zhejiang Jizhu Revenue 2023: RMB 1,626,549 Net Loss 2024: RMB 6,160,571 +5 more

8 metrics

Zhejiang Jizhu Revenue 2024 RMB 21,110,334 Revenue for the year ended 31 December 2024

Zhejiang Jizhu Revenue 2023 RMB 1,626,549 Revenue for the year ended 31 December 2023

Net Loss 2024 RMB 6,160,571 Loss for the year ended 31 December 2024

Net Loss 2023 RMB 5,447,686 Loss for the year ended 31 December 2023

Operating Cash Flow 2024 RMB (12,632,241) Net cash used in operating activities for 2024

Total Equity 2024 RMB 15,239,538 Total equity at 31 December 2024

Bank Borrowings 2024 RMB 13,659,911 Borrowings at 31 December 2024

Share Capital 2024 RMB 5,230,974 Paid-up capital at 31 December 2024

Key Terms

Rule 3-05 of Regulation S-X, critical audit matters, right-of-use assets, contract liabilities, +1 more

5 terms

Rule 3-05 of Regulation S-X regulatory

"as required by Rule 3-05 of Regulation S-X"

critical audit matters financial

"Critical audit matters are matters arising from the current period audit"

right-of-use assets financial

"Right-of-use assets are amortised on a straight-line basis"

Right-of-use assets are the rights a company gains to use a physical space or equipment under a lease agreement. They are recorded as assets on the company's balance sheet, reflecting the value of future benefits from the leased item. For investors, these assets provide a clearer picture of a company's obligations and resources related to leasing arrangements, helping to assess its financial health and operational commitments.

contract liabilities financial

"Contract liabilities relate to advance consideration received from customers"

Contract liabilities are amounts a company has been paid in advance for goods or services it still owes to customers — think of them like gift cards or prepaid subscriptions the company must fulfill later. For investors, they show promised future work or deliveries that will turn into revenue over time, reveal cash already collected, and help assess whether a firm has a backlog of obligations that could affect future earnings and cash flow.

expected credit loss model financial

"The Group performs impairment assessment under expected credit loss model"

FAQ

What does SecureTech Innovations (SCTH) change in this amended 8-K/A?

The amendment updates Exhibit 99.1 so the auditor’s report from Gary Cheng CPA Limited covers Zhejiang Jizhu’s consolidated financial statements for both 2023 and 2024, as required by Rule 3-05 of Regulation S-X, without altering any financial statement amounts.

What business did SCTH acquire through Aiultraprod Group Limited?

SecureTech acquired Aiultraprod Group Limited, which holds a 90% interest in Zhejiang Jizhu Technology Co., Ltd., a PRC company focused on research, development and manufacturing of 3D‑printed molds and houses.

How did Zhejiang Jizhu perform financially in 2024 and 2023?

Zhejiang Jizhu recorded revenue of RMB 21,110,334 in 2024 and RMB 1,626,549 in 2023, with net losses of RMB 6,160,571 and RMB 5,447,686, respectively, reflecting rapid revenue growth but continued unprofitable operations.

What is Zhejiang Jizhu’s financial position after the acquisition relevant years?

As of December 31, 2024, Zhejiang Jizhu reported total equity of RMB 15,239,538, including share capital of RMB 5,230,974 and other reserves of RMB 22,939,026, offset by accumulated losses of RMB 12,953,053.

How leveraged is Zhejiang Jizhu based on the disclosed financials?

At December 31, 2024, Zhejiang Jizhu had bank borrowings of RMB 13,659,911 and lease liabilities of RMB 1,309,291, with finance costs of RMB 910,961 in 2024, indicating meaningful reliance on debt financing.

Did the amendment affect SecureTech’s previously reported pro forma results?

No. The amendment replaces only Exhibit 99.1 and adds an updated auditor consent (Exhibit 23.1). Previously filed unaudited pro forma consolidated financial statements of SecureTech remain as originally filed in Exhibit 99.3.

What risks do Zhejiang Jizhu’s cash flows pose for SCTH?

Zhejiang Jizhu used RMB 12,632,241 net cash in operating activities in 2024 and invested RMB 1,267,167 in plant and equipment, funded primarily by new equity and bank loans, highlighting ongoing cash needs at the acquired business.

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Available on EDGAR 08/20/2026 - 09:02 AM Accepted by SEC EDGAR 08/20/2026 - 09:01 AM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

(Amendment No. 1)

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (date of earliest event reported): June 23, 2025

                          SecureTech Innovations, Inc.                       

 (Exact name of registrant as specified in its charter)

Wyoming		000-55927		82-0972782
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

           2355 Highway 36 West, Suite 400, Roseville, MN  55113

 (Address of principal executive offices and zip code)

                                    (651) 317-8990                             

 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

¨Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12) 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		SCTH		OTCQB Venture Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

¨

EXPLANATORY NOTE

SecureTech Innovations, Inc. (“SecureTech,” “we,” “us,” or “our”) is filing this Amendment No. 1 on Form 8-K/A (“Amendment”) to amend the Current Report on Form 8-K that we filed with the Securities and Exchange Commission (“SEC”) on June 24, 2025 (“Original Report”). The Original Report reported our acquisition, on June 23, 2025, of Aiultraprod Group Limited, which owns and controls a 90% interest in Zhejiang Jizhu Technology Co., Ltd. (“Zhejiang Jizhu”).

We are filing this Amendment in response to a comment we received from the staff of the Division of Corporation Finance of the SEC. The staff asked us to revise Exhibit 99.1 to the Original Report to include the opinion and audit report of Gary Cheng CPA Limited for the audit of the 2023 financial statements, as required by Rule 3-05 of Regulation S-X.

Exhibit 99.1 to the Original Report presented the audited consolidated financial statements of Zhejiang Jizhu for the fiscal years ended December 31, 2024 and 2023. Both years were presented in the financial statements themselves. The accompanying report of the independent registered public accounting firm, however, referred only to the fiscal year ended December 31, 2024.

Gary Cheng CPA Limited has reissued its report so that the report, and the opinion it expresses, cover the consolidated statement of financial position as at December 31, 2024 and 2023 and the related consolidated statements of comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, together with the related notes. The reissued report appears in the revised Exhibit 99.1 filed with this Amendment, which replaces Exhibit 99.1 to the Original Report in its entirety.

The financial statements themselves have not changed. No amount reported in them has been restated, revised, or reclassified, and the auditor’s opinion is unqualified for each of the two years presented. An updated consent of Gary Cheng CPA Limited is filed as Exhibit 23.1 to this Amendment.

This Amendment amends and restates Item 9.01 of the Original Report in its entirety. It does not amend, restate, or otherwise modify any other item of, or disclosure in, the Original Report, and no other portion of the Original Report is repeated in this Amendment. This Amendment speaks as of the date of the Original Report. We have not updated the Original Report to reflect any event, development, or change occurring after that date, and nothing in this Amendment should be read as a statement that the information in the Original Report remains accurate as of any later date. This Amendment should be read together with the Original Report and with our subsequent filings with the SEC.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired 

•		Audited consolidated financial statements of Zhejiang Jizhu Technology Co., Ltd. for the fiscal years ended December 31, 2024 and 2023, with accompanying notes, as revised by this Amendment (Exhibit 99.1)
•		Unaudited consolidated financial statements of Zhejiang Jizhu Technology Co., Ltd. for the three months ended March 31, 2025 and 2024, with accompanying notes (Exhibit 99.2).

2

(b) Pro Forma Financial Information 

• Unaudited pro forma consolidated financial statements of SecureTech for the three months ended March 31, 2025, and the fiscal year ended December 31, 2024, with accompanying notes (Exhibit 99.3).

(d) Exhibits 

10.3		Acquisition and Stock Purchase Agreement dated June 23, 2025 (previously filed)
10.4		Incubation Operating Agreement dated June 23, 2025 (previously filed)
23.1		Consent of Gary Cheng CPA Limited, an independent registered public accounting firm registered with the PCAOB (filed herewith)
99.1		Audited consolidated financial statements of Zhejiang Jizhu Technology Co., Ltd. for the fiscal years ended December 31, 2024 and 2023, as revised (filed herewith)
99.2		Unaudited consolidated financial statements of Zhejiang Jizhu Technology Co., Ltd. for the three months ended March 31, 2025 and 2024 (previously filed)
99.3		Unaudited pro forma consolidated financial statements of SecureTech for the three months ended March 31, 2025, and the fiscal year ended December 31, 2024 (previously filed)
99.4		SecureTech Press Release dated June 23, 2025 (previously filed)
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 20, 2026	By:	SECURETECH INNOVATIONS, INC. /s/ J. Scott Sitra
		President, Chief Executive Officer, Principal Executive Officer, and Director

3

EXHIBIT 99.1

ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

浙江极筑科技有限公司

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2024 AND 2023

 

ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024 AND 2023

Table of Content	Pages
Report of Independent Registered Public Accounting Firm	1
Consolidated Statement of Comprehensive Income	3
Consolidated Statement of Financial Position	4
Consolidated Statement of Changes in Equity	6
Consolidated Statement of Cash Flows	7
Notes to the Consolidated Financial Statements	9

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE MEMBERS OF ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

(Incorporated in People's Republic of China with limited liability)

Opinion

We have audited the consolidated financial statements of ZheJiang Jizhu Technology Company Limited (“the Company ”) and its subsidiary ("the Group"), which comprise the consolidated statement of financial position as at 31 December 2024 and 2023, the consolidated statement of comprehensive income, consolidated shareholders' equity and consolidated cash flows for each of the years in the two-year period ended 31 December 2024, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Group as at 31 December 2024 and 2023, and the results of its operations and its cash flows for the each of the years in the two-year period ended 31 December 2024, in conformity with generally accepted accounting principles in the United States of America (“US GAAP”).

Basis of opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Group's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCA.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Page 1

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONTINUED

TO THE MEMBERS OF ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

(Incorporated in People's Republic of China with limited liability)

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

GARY CHENG CPA LIMITED

We have served as the Company's auditor since 2025.

Hong Kong, People's Republic of China

Date: 12 June 2025

Page 2

ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

(EXPRESSED IN RENMINBI)

		NOTE		From 1.1.2024 to 31.12.2024		From 1.1.2023 to 31.12.2023
REVENUE		5		21,110,334		1,626,549
COST OF SALES				(15,890,265)		(398,230)
GROSS PROFIT				5,220,069		1,228,319
OPERATING EXPENSES				(10,539,890)		(6,308,092)
LOSS FROM OPERATIONS				(5,319,821)		(5,079,773)
OTHER INCOME / (EXPENSE)		6		(840,750)		(367,913)
LOSS BEFORE TAXATION		7		(6,160,571)		(5,447,686)
TAXATION		8		-		-
LOSS FOR THE YEAR				(6,160,571)		(5,447,686)
OTHER COMPREHENSIVE INCOME    FOR THE YEAR				-		-
TOTAL COMPREHENSIVE EXPENSE   FOR THE YEAR				(6,160,571)		(5,447,686)
TOTAL COMPREHENSIVE EXPENSES   ATTRIBUTABLE TO:
- Owners of the Company				(6,103,989)		(5,426,859)
- Non-controlling interests				(56,582)		(20,827)
				(6,160,571)		(5,447,686)

The accompanying accounting policies and explanatory notes form an integral part of, and should be read in

conjunction with, these consolidated financial statements.

Page 3

ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

(EXPRESSED IN RENMINBI)

		NOTE		2024		2023
NON-CURRENT ASSETS
	Plant and equipment	9		1,828,046		980,681
	Right-of-use assets	10		1,577,553		1,969,232
				3,405,599		2,949,913
CURRENT ASSETS
	Inventories	12		10,277,006		2,018,746
	Trade and other receivable	13		22,888,037		16,473,794
	Other tax recoverable			364,589		224,346
	Cash and cash equivalents	14b		2,985,109		7,500,513
				36,514,741		26,217,399
CURRENT LIABILITIES
	Trade and other payables	15		(6,658,100)		(3,028,182)
	Contract liabilities	18		(3,053,500)		(465,000)
	Lease liabilities	16		(898,843)		(646,305)
	Borrowings	17		(13,659,911)		(9,212,200)
				(24,270,354)		(13,351,687)
NET CURRENT ASSETS				12,244,387		12,865,712
TOTAL ASSETS LESS   CURRENT LIABILITIES				15,649,986		15,815,625

The consolidated financial statements were approved and authorized for issue by the board of directors on

12 June 2025.

/s/ Xing Yunzhu		/s/ MA Senhua
Director – XING Yunzhu		Director – MA Senhua

The accompanying accounting policies and explanatory notes form an integral part of, and should be read in

conjunction with, these consolidated financial statements.

Page 4

ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONTINUED

AS AT 31 DECEMBER 2024

(EXPRESSED IN RENMINBI)

		NOTE		2024		2023
NON-CURRENT LIABILITY
	Lease liabilities	16		(410,448)		(1,035,516)
NET ASSETS				15,239,538		14,780,109
EQUITY
	Share capital	19		5,230,974		3,380,000
	Other reserves			22,939,026		18,170,000
	Accumulated losses			(12,953,053)		(6,849,064)
	Equity attributable to owners   of the Company			15,216,947		14,700,936
	Non-controlling interests			22,591		79,173
TOTAL EQUITY				15,239,538		14,780,109

The consolidated financial statements were approved and authorized for issue by the board of directors on

12 June 2025.

/s/ Xing Yunzhu		/s/ MA Senhua
Director – XING Yunzhu		Director – MA Senhua

The accompanying accounting policies and explanatory notes form an integral part of, and should be read in

conjunction with, these consolidated financial statements.

Page 5

ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

(EXPRESSED IN RENMINBI)

Attributable to owners of the Company
	NOTE		Share Capital		Capital Reserves		Accumulated Losses		Sub-Total		Non-Controlling Interest		Total
Balance as at   1 January 2023			400,000		-		(1,422,205)		(1,022,205)		-		(1,022,205)
Share allotment	19		2,980,000		18,170,000		-		21,150,000		-		21,150,000
Non-controlling interest on newly set-up subsidiary			-		-		-		-		100,000		100,000
Loss for the year			-		-		(5,426,859)		(5,426,859)		(20,827)		(5,447,686)
Balance as at   31 December 2023			3,380,000		18,170,000		(6,849,064)		14,700,936		79,173		14,780,109
Share allotment	19		1,850,974		4,769,026		-		6,620,000		-		6,620,000
Loss for the year			-		-		(6,103,989)		(6,103,989)		(56,582)		(6,160,571)
Balance as at   31 December 2024			5,230,974		22,939,026		(12,953,053)		15,216,947		22,591		15,239,538

The accompanying accounting policies and explanatory notes form an integral part of, and should be read in conjunction with, these consolidated financial statements.

Page 6

ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

(EXPRESSED IN RENMINBI)

			NOTE		From 1.1.2024 to 31.12.2024		From 1.1.2023 to 31.12.2023
CASH FLOWS FROM OPERATING ACTIVITIES
	Loss before taxation		7		(6,160,571)		(5,447,686)
	Adjustments for:
		Depreciation of plant and equipment			419,802		145,816
		Depreciation of right-of-use assets			791,895		56,264
		Interest expense on bank loan			822,800		391,795
		Interest on lease liabilities			88,161		7,455
	Operating loss before working capital changes				(4,037,913)		(4,846,356)
	Increase in inventories				(8,258,260)		(2,018,746)
	Increase in trade and other receivables				(6,414,243)		(13,563,954)
	Increase in trade and other payables				3,629,918		942,545
	Increase in contract liabilities				2,588,500		465,000
	Cash used in operations				(12,491,998)		(19,021,511)
	Other tax paid				(140,243)		(206,130)
	Net cash used in operating activities				(12,632,241)		(19,227,641)
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchase of plant and equipment				(1,267,167)		(660,481)
	Net cash used in investing activities				(1,267,167)		(660,481)
CASH FLOWS FROM FINANCING ACTIVITIES
	Paid up share capital				6,620,000		21,150,000
	Payment of principal portion of the lease liabilities		14a		(772,746)		(343,675)
	Payment of interest portion of the lease liabilities		14a		(88,161)		(7,455)
	Addition of bank loan		14a		13,500,000		9,000,000
	Repayment of borrowings		14a		(9,052,289)		(3,048,560)
	Payment for interest on bank loan		14a		(822,800)		(391,795)
	Capital contribution from a non-controlling interest				-		100,000
	Net cash generating from financing activities				9,384,004		26,458,515

The accompanying accounting policies and explanatory notes form an integral part of, and should be read in

conjunction with, these consolidated financial statements.

Page 7

ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS CONTINUED

FOR THE YEAR ENDED 31 DECEMBER 2024

(EXPRESSED IN RENMINBI)

		NOTE		From 1.1.2024 to 31.12.2024		From 1.1.2023 to 31.12.2023
NET (DECREASE) / INCREASE IN   CASH AND CASH EQUIVALENTS				(4,515,404)		6,570,393
CASH AND CASH EQUIVALENTS   AT BEGINNING OF THE YEAR				7,500,513		913,120
CASH AND CASH EQUIVALENTS   AT END OF THE YEAR		14b		2,985,109		7,500,513

The accompanying accounting policies and explanatory notes form an integral part of, and should be read in

conjunction with, these consolidated financial statements.

Page 8

ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

(EXPRESSED IN RENMINBI)

1.ORGANISATION AND DESCRIPTION OF BUSINESS 

ZheJiang Jizhu Technology Company Limited (“the Company”) is a company incorporated in People's Republic of China with limited liability. The Company's registered office is located at Room 1307, Building 4, 509 Guokang Street, Binjiang District, Hangzhou City, Zhejiang Province, China.

The principal activities of the Company and its subsidiary ("the Group") are research, development and manufacturing of molds and houses through 3D printing.

The consolidated financial statements are presented in Renminbi ("RMB"), which is the same as the functional currency of the Group.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

a.Basis of presentation and preparation 

The consolidated financial statements include the accounts of the Company and its subsidiary. The consolidated financial statements and accompanying notes have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and in accordance with the standards and requirements of the Public Company Accounting Oversight Board ("PCAOB") for entities required to have financial statements.

The consolidated financial statements presented in this report cover the annual periods ended 31 December 2023 and 2024. This structure enables a comprehensive evaluation of both annual financial performance and recent interim developments. Through comparative analysis across these reporting dates, the report provides meaningful insights into the entity's financial trajectory and current position.

b.Revenue 

The Group records revenue net of taxes collected from customers that are remitted to governmental authorities.

c.Cash equivalents 

All highly liquid investments with maturities of three months or less at the date of purchase are treated as cash equivalents.

d.Inventories 

Inventories are measured using the first-in, first-out method.

e.Plant and equipment 

Depreciation on plant and equipment is recognized on a straight-line basis.

f.Leases 

The Group combines and accounts for lease and non-lease components as a single lease component for leases of corporate, data center and retail facilities.

Page 9

ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(EXPRESSED IN RENMINBI)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

g.Subsidiary 

Subsidiary is the entity (including structured entity) over which the Group has control. The Group controls an entity when the Group is exposed to, or has right to, variable returns from its involvement with the entity and had the ability to affect those returns through its power over the entity. When assessing whether the Group has power of controls, substantive rights held by the Group are only considered.

In the Group's consolidated statement of financial position, subsidiaries are fully consolidated when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated financial statement.

3.FINANCIAL INSTRUMENTS 

The Group has classified its financial assets and financial liabilities in the following categories:

	2024		2023
Financial assets at amortized cost	12,489,007		14,858,662
Financial liabilities at amortized cost	20,318,011		12,240,382

a.Financial risk factors 

The Group is exposed to credit risk, interest rate risk and liquidity risk arising in the normal course of its business and financial instruments. The Group's risk management objectives, policies and processes mainly focus on minimizing the potential adverse effects of these risks on its financial performance and position by closely monitoring the individual exposure.

i)Credit risk 

The Group’s exposure to credit risks are influenced mainly by trade and other receivables amounted to RMB9,503,898 (2023: RMB7,358,149) and cash at banks amounted to RMB2,940,849 (2023: RMB7,500,513).

In order to minimize the credit risk, the Group reviews the recoverable amount of each individual trade and other debts at the end of each reporting period to ensure that adequate impairment losses are made for irrecoverable amounts.

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3. FINANCIAL INSTRUMENTS CONTINUED

a.Financial risk factors continued 

i) Credit risk continued 

In addition, the Group performs impairment assessment under expected credit loss model on trade receivable balance individually. The provision rates applied is estimated using the historical observed default rates of the debtors taking into consideration forward-looking information that is reasonably and supportably available without undue costs or effort. At the end of each of the reporting period, these historical loss rates are reassessed and updated if required after considering the forward-looking information then available to the directors of the Group. In this regard, the directors consider that the Group’s credit risk is significantly reduced.

The credit risk on bank balances is limited because the counterparties are banks with good credit ratings assigned by international credit rating agencies. The Group has not taken account of any collateral held as represented by the carrying amount of each financial asset.

The credit risks on other receivables are managed closely. The credit quality of each counterparty is investigated before an advance or a transaction is made or entered into. The Group also actively monitors the outstanding amounts owed by each debtor and identifies any credit risks in a timely manner in order to reduce the risk of a credit related loss. In this regard, the directors of the Group consider that the Group’s credit risk is significantly reduced.

The Group has considered that credit risk on other receivables and bank balances has not increased significantly since initial recognition and has assessed the expected credit loss rate under 12-month ECL method based on the Group ’ s assessment in the risk of default of the respective counterparties.

ii)Interest rate risk 

The Group’s exposure on cash flow interest rate risk which is mainly arising from its variable rate bank balances and interest-bearing borrowings with the bank. It is a common practice in PRC to have floating rate borrowings with the banks.

Sensitivity analysis

The Sensitivity analyses below have been determined based on the exposure to interest rates for variable-rate bank borrowings. The analysis is prepared assuming the amount of liabilities outstanding at the end of the reporting period were outstanding for the whole period / year. A 100 basis point increase or decrease in variable-rate bank borrowings are used and represents management's assessment of the reasonably possible change in interest rates. The exposure of cash flow interest rate risk arising from variable-rate bank balances is insignificant in the view of low interest rate and therefore the sensitivity analysis is not presented.

If interest rates had been 100 basis points higher and all other variables were held constant, the Group's post-tax loss for the year ended 31 December 2024 would increase by RMB116,109 (2023: RMB78,304).

The analysis is prepared on the same basis for 2023.

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3. FINANCIAL INSTRUMENTS CONTINUED

a.Financial risk factors continued 

iii)Liquidity risks 

The Group is exposed to liquidity risk on financial liabilities. It manages its funds conservatively by maintaining a comfortable level of cash and cash equivalents in order to meet continuous operational need. A banking facility has also been arranged with bank in order to fund any emergency liquidity requirements.

The following table details the Group ’ s remaining contractual maturity for its financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The maturity dates for financial liabilities are prepared based on the agreed repayment dates.

The table includes both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curve at the end reporting period.

Summary quantitative data:
	Note		Carrying amount		Less than 1 year		Over 1 year		Total undiscounted cash flows
2024
Trade and other payables	15		6,658,100		6,658,100		-		6,658,100
Lease liabilities	16		1,309,291		950,708		418,674		1,369,382
Bank loan	17		13,659,911		13,865,794		110,466		13,976,260
			21,627,302		21,474,602		529,140		22,003,742
2023
Trade and other payables	15		3,028,182		3,028,182		-		3,028,182
Lease liabilities	16		1,681,821		723,987		1,085,981		1,809,968
Bank loan	17		9,212,200		9,427,010		176,745		9,603,755
			13,922,203		13,179,179		1,262,726		14,441,905

b.Fair value estimation 

The directors consider that the carrying amounts of the financial assets and financial liabilities recognised in the consolidated financial statements of the Group approximate their fair value.

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4.CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 

The Group’s management makes assumptions, estimates and judgements in the process of applying the Group ’ s accounting policies that affect the assets, liabilities, income and expenses in the consolidated financial statements prepared in accordance with US GAAP. The assumptions, estimates and judgements are based on historical experience and other factors that are believed to be reasonable under the circumstances. While the management reviews their judgements, estimates and assumptions continuously, the actual results will seldom equal to the estimates.

Key assumptions and other key sources of estimation uncertainty

Certain key assumptions and risk factors in respect of the financial risk management are set out in note 3. Other key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are set out as follows:

i)Estimated impairment of plant and equipment and right-of-use asset 

Plant and equipment and right-of-use asset are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amounts of plant and equipment have been determined based on value-in-use calculations, taking into account latest market information and past experiences. These calculations and valuations require the use of judgments and estimates.

ii)Current taxation and deferred taxation 

Significant judgement is required in determining the amount of the provision for taxation and the timing of payment of the related taxation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the periods in which such determination are made.

Deferred tax assets relating to certain temporary differences and tax losses are not recognised as management considers it is not probable that future taxable profit will be available against which the temporary differences or tax losses can be utilised. Where the expectation is different from the original estimate, such differences will impact the recognition of deferred taxation assets and taxation in the periods in which such estimate is changed.

5.REVENUE 

The Group recognizes revenue at the amount to which it expects to be entitled when control of the products or services is transferred to its customers. Control is generally transferred when the Group has a present right to payment and title and the significant risks and rewards of ownership of products or services are transferred to its customers. If service transfers over time, revenue is recognised over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognised at a point in time when the customer obtains control of the asset.

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ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(EXPRESSED IN RENMINBI)

5. REVENUE CONTINUED

	From 1.1.2024 to 31.12.2024		From 1.1.2023 to 31.12.2023
Revenue from contracts with customers
Sales of goods	21,110,334		1,626,549

6.OTHER INCOME/ (EXPENSE) 

	From 1.1.2024 to 31.12.2024		From 1.1.2023 to 31.12.2023
Other income
Bank interest income	59		-
Government subsidiary	70,152		31,337
	70,211		31,337
Finance Cost
Bank interest expense	(822,800)		(391,795)
Interest on lease liability	(88,161)		(7,455)
	(910,961)		(399,250)
	(840,750)		(367,913)

7.LOSS BEFORE TAXATION 

	From 1.1.2024 to 31.12.2024		From 1.1.2023 to 31.12.2023
Loss before taxation has been arrived at after charging:
Cost of sales recognized as expenses	15,890,265		398,230
Depreciation	419,802		145,816
Research and development expense	4,738,718		3,943,669
Short-term lease for office premise	515,854		297,904
Staff costs:
-Pension costs – defined contribution plans	537,305		240,720
-Staff salaries and allowances	4,784,243		3,549,884
-Staff welfare and insurance	119,629		252,980

8.TAXATION 

No provision for the PRC on Enterprise Income Tax is made in the financial statements as the Company did not generate assessable profits for both years.

The Company had no significant deferred tax assets or liabilities at the end of financial reporting period (2023: Nil).

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(EXPRESSED IN RENMINBI)

9.PLANT AND EQUIPMENT CONTINUED 

	Motor vehicle		Computer equipment		Furniture and fixtures		Plant and machinery		Total
Cost
At 1 January 2024	287,522		303,222		96,230		486,726		1,173,700
Additions	-		207,060		576,903		483,204		1,267,167
At 31 December 2024	287,522		510,282		673,133		969,930		2,440,867
Accumulated depreciation
At 1 January 2024	91,049		85,311		16,659		-		193,019
Charges for the year	68,287		128,023		92,856		130,636		419,802
At 31 December 2024	159,336		213,334		109,515		130,636		612,821
Net book value	128,186		296,948		563,618		839,294		1,828,046

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ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(EXPRESSED IN RENMINBI)

9. PLANT AND EQUIPMENT CONTINUED

	Motor vehicle		Computer equipment		Furniture and fixtures		Plant and machinery		Total
Cost
At 1 January 2023	287,522		166,839		58,858		-		513,219
Additions	-		136,383		37,372		486,726		660,481
At 31 December 2023	287,522		303,222		96,230		486,726		1,173,700
Accumulated depreciation
At 1 January 2023	22,762		19,556		4,885		-		47,203
Charges for the year	68,287		65,755		11,774		-		145,816
At 31 December 2023	91,049		85,311		16,659		-		193,019
Net book value	196,473		217,911		79,571		486,726		980,681

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ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(EXPRESSED IN RENMINBI)

10.RIGHT-OF-USE ASSETS 

	Leased premises
Cost
At 1 January 2024	2,025,496
Additions	400,216
At 31 December 2024	2,425,712
Accumulated depreciation
At 1 January 2024	56,264
Charge for the year	791,895
At 31 December 2024	848,159
Net book value
At 31 December 2024	1,577,553
Cost
At 1 January 2023	-
Additions	2,025,496
At 31 December 2023	2,025,496
Accumulated depreciation
At 1 January 2023	-
Charge for the year	56,264
At 31 December 2023	56,264
Net book value
At 31 December 2023	1,969,232

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(EXPRESSED IN RENMINBI)

10. RIGHT-OF-USE ASSETS CONTINUED

The right-of-use assets are amortised on a straight-line basis over the shorter period of lease term and useful life of the underlying asset.

Disclosure for leases include:

	2024		2023
Depreciation of right-of-use assets	791,895		56,264
Interest expense on lease liabilities	88,161		7,455
Total cash outflow for leases	860,907		351,130
Addition of right-of-use assets	400,216		2,025,496

The Group entered into lease agreements in respect of premises at one commercial building for office and one factory in PRC. The lease term of the lease is two to three years with no extension or termination options and all the lease payments are fixed.

11.PARTICULARS OF SUBSIDIARY 

Company Name		Country/ place of incorporation / operation		Registered capital/ Paid up capital		Percentage of  attributable equity interest		Principal activities
						12.2024    12.2023
Jizhu Technology  (Huzhou) Co., Ltd.		PRC		Registered and paid up capital of RMB 1,000,000		90.00%            90.00%		Scientific research and technical services

Jizhu Technology (Huzhou) Co., Ltd incorporated on 12 September 2023.

On 17 February 2025, the Group's subsidiary disposal of 10.7% equity interest to an independent third party, comprising issuing 120,000 new shares for a consideration of RMB 6,000,000. As a result of this transaction, the Group's effective ownership interest in the subsidiary decreased from 90% to 80.36%. The consideration received in excess of the par value has been recognized in other reserves.

·The name of the company referred to in these consolidated financial statements represent management’s best effort in translation of the Chinese names of these companies as no English names have been registered or available. 

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(EXPRESSED IN RENMINBI)

12.INVENTORIES 

	2024		2023
Raw material	34,534		1,108
Work in progress	3,339,817		1,107,622
Finished goods	6,902,655		910,016
	10,277,006		2,018,746

13.TRADE AND OTHER RECEIVABLES 

	Note		2024		2023
Trade receivables			8,405,871		1,200,000
Bills receivables			-		395,960
Prepayments	(a)		13,384,139		9,115,645
Other receivables			1,098,027		5,529,651
Amount due from a holding company	(b)		-		1,400
Amount due from directors	(b)		-		131,138
Amount due from non-controlling interest	(b)		-		100,000
			22,888,037		16,473,794

Note a:The balance mainly refer to prepayment for acquire of plant and machinery of approximately 

12,023,000 (2023: RMB 1,176,000).

Note b:  The balances are unsecured, non-trade in nature, interest-free and repayable on demand.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(EXPRESSED IN RENMINBI)

14.NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOW 

a.Reconciliation of liabilities arising from financing activities 

				Lease liabilities (Note 16)		Bank loan (Note 17)		Total
At 1 January 2023				-		3,000,000		3,000,000
Changes from cash flows:
	Payment of the lease liabilities
		- principal portion		(343,675)		-		(343,675)
		- interest portion		(7,455)		-		(7,455)
	Addition of bank loan			-		9,000,000		9,000,000
	Repayment of bank loan			-		(3,000,000)		(3,000,000)
	Interest paid			-		(391,795)		(391,795)
Non-cash changes:
	Addition of right-of-use assets			2,025,496		-		2,025,496
	Interest expense on lease liabilities			7,455		-		7,455
	Interest accrued			-		391,795		391,795
At 31 December 2023				1,681,821		9,000,000		10,681,821
Changes from cash flows:
	Payment of the lease liabilities
		- principal portion		(772,746)		-		(772,746)
		- interest portion		(88,161)		-		(88,161)
	Addition of bank loan			-		13,500,000		13,500,000
	Repayment of bank loan			-		(9,000,000)		(9,000,000)
	Interest paid			-		(822,800)		(822,800)
Non-cash changes:
	Addition of right-of-use assets			400,216		-		400,216
	Interest expense on lease liabilities			88,161		-		88,161
	Interest accrued			-		822,800		822,800
At 31 December 2024				1,309,291		13,500,000		14,809,291

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ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(EXPRESSED IN RENMINBI)

b.Cash and cash equivalents 

	2024		2023
Cash on hand	44,260		-
Cash at bank	2,940,849		7,500,513
Cash and cash equivalents in the statement of   financial position and the statement of cash flows	2,985,109		7,500,513

15.TRADE AND OTHER PAYABLES 

	Note		2024		2023
Trade receivables			5,322,109		142,667
Bills receivables			-		791,920
Accrued expenses			474,150		414,447
Other payables			-		1,672,044
Amount due to a holding company	(a)		861,841		-
Amount due to directors	(a)		-		7,104
			6,658,100		3,028,182

Note (a): The balances are unsecured, non-trade in nature, interest-free and payable on demand.

16.LEASE LIABILITIES 

Future undiscounted lease payments for finance and operating leases with initial terms of one year or more are as follows:

	2024		2023
Operating leases
Within 1 year	950,708		723,987
Within 1 to 2 years	418,674		723,987
Within 2 to 3 years	-		361,994
Total undiscounted lease payments	1,369,382		1,809,968
Less: imputed interest	(60,091)		(128,147)
Net lease liabilities	1,309,291		1,681,821

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ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

(EXPRESSED IN RENMINBI)

17.BORROWINGS 

At the end of reporting period, the borrowings were secured and repayable as follows:

	2024		2023
Within 1 year	10,277,006		2,018,746

The bank loan was secured by continuing personal guarantee from directors of the Company.

18.CONTRACT LIABILITIES 

	2024		2023
At the end of the year	3,053,500		465,000

Contract liabilities relate to advance consideration received from customers of which the revenue are deferred and recognised as revenue as (or when) the Group satisfies the performance obligations under its contract.

All unsatisfied performance obligations for revenue as at the end of the reporting period are expected to be satisfied within one year.

19.SHARE CAPITAL 

	2024		2023
Paid-up capital:
As at beginning of the year	3,380,000		400,000
Addition during the year	1,850,974		2,980,000
As at end of the year	5,230,974		3,380,000

During the year ended 31 December 2024, 1,850,974 shares of RMB1,850,974 (2023: 2,980,000 shares of RMB2,980,000) were issued, fully paid and allotted.

20.APPROVAL OF FINANCIAL STATEMENTS 

The consolidated financial statements were approved and authorised for issue by the board of directors on 12 June 2025.

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Filing Exhibits & Attachments

5 documents

Press Releases

• EX-991 AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF ZHEJIANG JIZHU TECHNOLOGY CO., LTD 373.3 KB

Financial & Certifications

• EX-231 CONSENT OF GARY CHENG CPA 2.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB