What changed in this filing

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Item 3. Legal Proceedings

2025-03-27 compared with 2024-04-15 · 61 added, 35 removed, 3 unchanged (97% of the section changed)

LEGAL PROCEEDINGS

mid-September 2023, Mr.

Since mid-September 2023, Mr.

Zheng Dai, Mr.

Pijun Liu, and certain individuals under their control (the “Unauthorized Persons”)

had been falsely and repeatedly holding themselves out as representing and/or authorized to represent the Company.

For example, the Unauthorized

Persons caused to be filed certain current reports on Forms 8-K dated September 28, 2023 and October 10, 2023, in which they purported

to appoint new officers and directors.

These filings were false and should be disregarded.

September 28, 2023, a derivative lawsuit was filed by certain purported shareholders affiliated with the Unauthorized Persons in the

United States District Court for the District of Wyoming against certain officers and directors of the Company, seeking control of the

This case was dismissed without prejudice on October 18, 2023.

October 18, 2023, the same individuals who filed the above-described derivative suit filed a direct action against the Company in the

Chancery Court of the State of Wyoming (the “Chancery Court”), again seeking control of the Company.

The Company responded

to the lawsuit, sought a temporary restraining order restraining the plaintiff-shareholders and their affiliates (including the Unauthorized

Persons) from claiming be in control of the Company.

November 7, 2023, the Chancery Court issued a temporary restraining order substantially restraining the Mr.

Dai Zheng and his affiliates

from claiming to act on behalf of the Company.

The lawsuit remains pending as at reporting date.

November 30, 2023, the Company responded to plaintiffs’ arguments that they controlled the Company, pointing out that plaintiffs’

Dai Zheng and his affiliates) was largely built upon forged signatures and other fabricated materials.

In response, the plaintiffs

withdrew their opposition to the Company’s request for an injunction.

January 5, 2024, the Chancery Court entered a preliminary injunction order (attached hereto).

Specifically, the order restrained Mr.

Dai Zheng and his affiliates from the following conduct:

acting as or holding themselves out as majority shareholders, directors, executives, or employees of the Company and its affiliates;

making any attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press release on behalf of the Company;

making any attempts to change the board composition and executive team;

disseminating false statements regarding the Company and its leadership;

making any attempts to contact the Company’s service providers, including auditors, stock transfer agents, and filing agents;

making any attempts to issue the Company’s shares.

Company is controlled by its current board of directors, composed of the following personnel:

Lichen Dong (Chairman of the Board), Lim

Kian Wee, Mahesh Thapaliya, and Jianbo Sun as of reporting date.

Liu, and certain individuals under their control (the “Unauthorized Persons”) had been falsely and repeatedly holding themselves

out as representing and/or authorized to represent the Company.

For example, the Unauthorized Persons caused to be filed certain current

reports on Forms 8-K dated September 28, 2023 and October 10, 2023, in which they purported to appoint new officers and directors.

filings were false and should be disregarded.

On September 28, 2023, a derivative lawsuit was

filed by certain purported shareholders affiliated with the Unauthorized Persons in the United States District Court for the District

of Wyoming against certain officers and directors of the Company, seeking control of the Company.

This case was dismissed without prejudice

on October 18, 2023.

On October 18, 2023, the same individuals who

previously filed the above-described derivative suit initiated a direct action against the Company in the Chancery Court of the State

of Wyoming (the “Chancery Court”), once again seeking control of the Company.

In response, the Company contested to the lawsuit

and sought a temporary restraining order to prevent the plaintiff-shareholders and their affiliates (including the Unauthorized Persons)

from asserting control over the Company.

On November 7, 2023, the Chancery Court granted

a temporary restraining order substantially restraining Mr.

Zheng Dai and his affiliates from claiming to act on behalf of the Company.

On November 30, 2023, the Company responded to

plaintiffs’ allegations, demonstrating that their claims—brought by Mr.

Zheng Dai and his affiliates—were largely based

upon forged signatures and other fabricated materials.

In response, the plaintiffs withdrew their opposition to the Company’s request

for an injunction.

On January 5, 2024, the Chancery Court issued

a preliminary injunction order (attached hereto), which specifically restrained Mr.

Zheng Dai and his affiliates from the following conduct:

as or holding themselves out as majority shareholders, directors, executives, or employees of the Company and its affiliates;

any attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press release on behalf of the Company;

any attempts to change the board composition and executive team;

(iv) disseminating

false statements regarding the Company and its leadership;

any attempts to contact the Company’s service providers, including auditors, stock transfer agents, and filing agents;

any attempts to issue the Company’s shares.

The Company remains under the control of its

current board of directors, which, as of the reporting date, consists of the following personnel:

Lichen Dong (Chairman of the

Board), Tian Yang, Mahesh Thapaliya, and Jianbo Sun.

On April 8,2024, the Chancery Court dismissed the plaintiffs’ case

with prejudice , allowing the Company to reserve its right to seek fees.

The Company’s counterclaims against plaintiffs

were later dismissed without prejudice upon stipulation on June 11, 2024.

On September 6, 2024, the same individuals initiated a new lawsuit

against the Company in the Wyoming State District Court, with a sole cause of action seeking inspection of certain corporate records.

On October 30, 2024, the Company responded the complaint, denying plaintiffs’

allegations and arguing that plaintiffs had failed to satisfy the statutory requirements necessary for corporate records inspection.

On December 9, 2024, one of the plaintiffs, Wenwen Yu, filed a motion

for preliminary injunction to enjoin future share issuances by the Company.

On December 27, 2024, the Company opposed Yu’s motion, asserting

that it was entirely without merit.

The motion is currently set for a hearing on April 9, 2025.

Separately, on May 15, 2024, another lawsuit was filed against the

Company in the New York County Supreme Court (the “NY Court”), seeking repayment of certain loans allegedly guaranteed by

On September 9, 2024, the Company moved to dismiss the case on the

grounds of forum non conveniens and lack of personal jurisdiction, given that the alleged guarantees—signed by Zheng Dai

and Pijun Liu—were unauthorized and, therefore, null and void.

As of the reporting date, the Company’s motion remains pending

before the NY Court.

MINE SAFETY DISCLOSURES

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings