v3.26.3
ORGANIZATION AND BUSINESS DESCRIPTION
6 Months Ended
Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND BUSINESS DESCRIPTION

NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION

 

Leishen Energy Holding Co., Ltd. (“Leishen Cayman”) was incorporated under the laws of Cayman Islands as an exempted company with limited liability on October 19, 2022. As a holding company with no material operations, Leishen Cayman conducts substantially all of its operations through its operating subsidiaries (collectively, the “Company”) in the People’s Republic of China (“PRC” or “China”). The Company is a provider of clean-energy equipment and integrated solutions to the oil and gas industry, with a commitment to providing customers high-performance, safe and cost-effective energy solutions. The Company’s major businesses segments include (i) clean-energy equipment; (ii) oil and gas engineering technical services; (iii) new energy production and operation; and (iv) digitalization and integration equipment.

 

Business Reorganization

 

A reorganization of legal structure (“Reorganization”) was completed on March 24, 2023. The reorganization involved the incorporation of Leishen Energy Group Holding Co., Ltd. (“Leishen (Holding) Hong Kong”), and the transfer of the 100% equity interest of Leishen Energy Group Co., Limited (“Leishen Hong Kong”). Consequently, Leishen Cayman, through its subsidiaries Leishen (Holding) Hong Kong and Leishen Hong Kong, directly controls ZJY Technologies Co., Ltd. (“ZJY Technologies”), China Oil Blue Ocean Petroleum Technology Inc. (“China Oil Blue Ocean”), Leishen Energy Technology (Nanjing) Co., Ltd. (“Leishen Nanjing”), Leishen Green Energy Technology Development Co., Ltd. (“Beijing Leishen Green Energy”), Leishen Energy Technology (Shandong) Co., Ltd. (“Leishen Shandong”) and Leishen Energy Services Co., Ltd. (“Leishen Services”), and became the ultimate holding company of all other entities mentioned above.

 

The Reorganization was accounted for as a reorganization among entities under common control since the same shareholders, controlled all these entities before and after the Reorganization. The consolidation of the Company and its subsidiaries was accounted for at historical cost and prepared on the basis as if the aforementioned transaction became effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning to the end of the period, eliminating the effects of intra-entity transactions.

 

The Company’s corporate structure as of March 31, 2026 was as follows:

 

 

 

Below is an overview of the Company’s principal subsidiaries as of March 31, 2026:

 

 

Legal Entity   Place of
Incorporation
  Date of
Incorporation
  Percentage of
beneficial ownership
  Principal activities
Leishen Energy Holding Co., Ltd (“Leishen Cayman”)   Cayman Islands   October 19, 2022     Holding company
                 
Leishen Energy Group Holding Co., Ltd. (“Leishen (Holding) Hong Kong”)   Hongkong, China   November 25, 2022   100%   Holding company
                 
Leishen Energy Group Co., Ltd. (“Leishen Hong Kong”)   Hongkong, China   February 11, 2010   100%   Purchase and sale of oil and gas professional equipment and instruments
                 
ZJY Technologies Co., Ltd. (“ZJY Technologies”)   Beijing, China   March 2, 2007   100%   Design and sale of oil and gas professional equipment and after-sales support, and oilfield digitalization and integration service
                 
China Oil Blue Ocean Petroleum Technology Inc. (“China Oil Blue Ocean”)   Beijing, China   October 19, 2007   100%   Design and sale of oil and gas equipment and instruments, and engineering technology services
                 
Leishen Energy Technology (Nanjing) Co., Ltd. (“Leishen Nanjing”)   Nanjing, China   September 27, 2022   100%   Purchase and sale of oil and gas professional equipment and instruments
                 
Leishen Green Energy Technology Development Co., Ltd. (“Beijing Leishen Green Energy”)   Beijing, China   January 29, 2018   100%   No business operations as a holding company subsidiary
                 
Leishen Energy Technology (Shandong) Co., Ltd. (“Leishen Shandong”)   Shandong, China   September 14, 2010   100%   Sales of oil and gas professional equipment and instruments
                 
Leishen Energy Services Co., Ltd. (“Leishen Services”)   Shandong, China   January 23, 2019   100%   No business operations as a holding company subsidiary
                 
Sichuan Leishen Hongzhuo Energy Development Co., Ltd. (“Sichuan Leishen Hongzhuo”)   Chengdu, China   January 16, 2019   100%   Production, storage and transportation of natural gas (LNG/CNG)
                 
Sichuan Huayou Huitong New Material Co. Ltd. (“Huayou Huitong”)   Chengdu, China   May 29, 2020   100%   Production and sales of bonded composite pipes
                 
Xinjiang Breslin Oil and Gas Service Co., Ltd. (“Xinjiang Breslin”)   Xinjiang, China   August 22, 2024   100%   Purchase and sale of oil and gas professional equipment and instruments, and sales of oil and gas engineering technical service

 

 

Legal Entity   Place of
Incorporation
  Date of
Incorporation
  Percentage of
beneficial ownership
  Principal activities
Lionize Engineering Technology Limited   Hongkong, China   February 21, 2025   100%   No business operations as a holding company subsidiary
                 
Suqian Hanmo Energy Service Co., Ltd. (“Suqian Hanmo”)   Jiangsu, China   April 21, 2025   100%   Purchase and sale of oil and gas professional equipment and instruments, and sales of oil and gas engineering technical service
                 
LSE Energy International Co., Ltd (“LSE Energy International”)   Saudi Aribia   June 29, 2025   100%   No business operations
                 
LSE Energy America Inc (“LSE Energy America”)   United States   August 14, 2025   100%   No business operations
                 
China Oil Blue Ocean Hydrogen Energy Technology Co., Ltd. (“China Oil Hydrogen Energy”)   Beijing, China   August 5, 2025   100%   No business operations
                 
China Oil Blue Ocean Equipment (Sichuan) Co., Ltd.   Chengdu, China   December 11, 2025   100%   Purchase and sale of oil and gas professional equipment and instruments, and sales of oil and gas engineering technical service

 

Initial Public Offering (the “IPO”)

 

On December 20, 2024, Leishen Cayman (Nasdaq: LSE) consummated its initial public offering (the “IPO”) of 1,375,000 ordinary shares, par value $0.001 at $4.00 per share (each, an “Ordinary Share”), with gross proceeds of $5.5 million. On January 8, 2025, Leishen Cayman issued and sold 150,000 additional Ordinary Shares at $4.00 per share, pursuant to the partial exercise of the Over-Allotment Option, resulting in additional gross proceeds of $600,000. As a result, Leishen Cayman raised aggregate gross proceeds of $6.1 million in the IPO. After deducting the underwriting discounts and commissions, the Company received total net proceeds of $5.4 million.

 

Adoption of Dual-Class Share Structure

 

On November 27, 2025, the Company’s shareholders approved an amendment to the memorandum and articles of association to adopt a dual-class share structure. The authorized share capital of the Company is US$50,000 divided into 467,290,000 Class A Ordinary Shares of a nominal or par value of US$0.001 each and 32,710,000 Class B Ordinary Shares of a nominal or par value of US$0.001 each. All of the issued and outstanding ordinary shares (except the 6,355,000 and 6,355,000 held by Polar Energy Company Limited and WISE-POWER ENERGY SERVICES CO., LTD., respectively, were re-designated into Class A ordinary shares of par value US$0.001 each; the 6,355,000 and 6,355,000 Ordinary Shares held by Polar Energy Company Limited and WISEPOWER ENERGY SERVICES CO., LTD., respectively, were re-designated into class B ordinary shares of a par value of US$0.001 each; 20,000,000 of the authorized but unissued ordinary shares were re-designated into Class B ordinary shares of par value US$0.001 each; and all of the remaining authorized but unissued ordinary shares were re-designated into Class A ordinary shares of par value US$0.001 each. Under the new structure, the Company’s share capital consists of Class A Ordinary Shares and Class B Ordinary Shares. Each Class A Ordinary Share carries one (1) vote per share, and each Class B Ordinary Share carries twenty-five (25) votes per share and the other rights attached to it as set out in the Company’s amended and restated memorandum and articles.