1. ORGANIZATION

(a) Nature of operations

Hongchang International Co., Ltd (the “Company”) was incorporated in the state of Nevada on May 18, 1987. The Company is a holding company.

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

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

(b) History and reorganization of the Group

In preparation of the Merger Transactions, the following transactions were undertaken to reorganize the legal structure of Fuqing Hongchang Food Co., Ltd (“Hongchang Food”) (collectively, the “Reorganization”). On January 13, 2023, Mr. Zengqiang Lin and Ms. Zhenzhu Lin, the existing stockholders of Hongchang Food established two wholly owned subsidiaries, Zengqiang Investment Limited (“BVI-1”) and Hong Jin Investment Limited (“BVI-2”) in the British Virgin Islands, respectively. On January 18, 2023, Hong Chang Global Investment Holdings Limited (“Hongchang BVI”) was then incorporated by BVI-1 and BVI-2, which held 70% and 30% equity interest of Hongchang BVI, respectively. On February 6, 2023, Hongchang BVI incorporated a wholly owned subsidiary, Hong Chang Biotechnologies (HK) Limited (“Hongchang HK”). On February 28, 2023, Hongchang HK incorporated a wholly owned subsidiary, Fujian Hongjin Biotechnology Co., Ltd. (“WFOE”) in the People’s Republic of China (the “PRC”). WFOE then purchased 100% of the equity interests in Hongchang Food. After the Reorganization, Mr. Zengqiang Lin and Ms. Zhenzhu Lin held 70% and 30% of the equity interests in Hongchang Food through WFOE, respectively. As all the entities involved in the process of the Reorganization were under common ownership of Hongchang Food’s stockholders before and after the Reorganization, the Reorganization was accounted for in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Reorganization carried over at their historical amounts. Therefore, the accompanying consolidated financial statements were prepared as if the corporate structure of the Group had been in existence since the beginning of the periods presented.

(c) Reverse merger

On August 21, 2023, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Hongchang BVI and Hongchang BVI’s stockholders, BVI-1, a business company incorporated in the BVI, and BVI-2, a business company incorporated in the BVI (the “Selling Stockholders” and each a “Selling Stockholder”), in relation to the acquisition of Hongchang BVI by the Company (the “Hongchang Acquisition”). BVI-1 is wholly owned by Mr. Zengqiang Lin and BVI-2 is wholly owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been a director of the Company since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with the terms of the Share Exchange Agreement, the Selling Stockholders sold and transferred 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang BVI, to the Company in exchange for an aggregate of 415,582,375 new shares of the Company’s common stock (the “Consideration Shares”), of which 353,322,843 shares were issued to BVI-1 and 62,259,532 shares were issued to BVI-2.

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

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

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

On May 8, 2024, Hongchang Food entered into a shareholder agreement with Fujian Xindefu Agricultural Products Co., Ltd. (“Xindefu”). Pursuant to the agreement, Hongfu Food (Fujian) Co. Ltd. (“Hongfu Food”) was established, with Hongchang Food holding a 51% equity interests in the company. The principal business of Hongfu Food includes hog processing and pork product trading. On January 1, 2025, the Company acquired 51% equity interests in Pucheng Green Health Food Co., Ltd. (“Pucheng Green Health Food”). The principal business of Pucheng Green Health Food is livestock slaughtering. Upon the acquisition, Pucheng Green Health Food became a consolidated subsidiary of the Company.

Based on above transactions, the accompanying consolidated financial statements reflect the activities of each of the following entities: