LEGAL PROCEEDINGS
−Removed: Wyoming Shareholder Lawsuits:
−Removed: Since mid-September
+Added: Since mid-September 2023, Mr.
Zheng Dai, Mr.
−Removed: Pijun Liu, and certain individuals under their control (the “Unauthorized Persons”) had been falsely
−Removed: and repeatedly holding themselves out as representing and/or authorized to represent the Company.
−Removed: For example, the Unauthorized Persons
−Removed: 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
−Removed: new officers and directors.
+Added: Pijun Liu, and certain individuals under their control (the “Unauthorized Persons”) had been falsely and repeatedly holding
+Added: themselves out as representing and/or authorized to represent the Company.
+Added: For example, the Unauthorized Persons caused to be filed certain
+Added: 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.
4 unchanged sentences
on October 18, 2023.
−Removed: On October 18, 2023, the same individuals
−Removed: who filed the above-described derivative suit filed a direct action against the Company in the Chancery Court of the State of
−Removed: Wyoming (the “Chancery Court”), again seeking control of the Company.
−Removed: The Company responded to the lawsuit, sought a
−Removed: temporary restraining order restraining the plaintiff-shareholders and their affiliates (including the Unauthorized Persons) from
−Removed: claiming to be in control of the Company.
−Removed: In early 2024, the Court issued an order restraining
−Removed: the Unauthorized Persons from purporting to control the Company.
−Removed: The Unauthorized Persons’ lawsuit was subsequently dismissed with
−Removed: prejudice, meaning they can no longer attempt to assert control over the Company.
−Removed: New York Loan Guarantee Litigation:
−Removed: May 2024, certain non-U.S.
−Removed: Parties believed to be affiliated with the Unauthorized Persons described above filed a lawsuit in New
−Removed: York State court against many non-U.S.
−Removed: borrowers, alleging the borrowers have not paid certain loans.
−Removed: These lender-plaintiffs also
−Removed: sued the Company under alleged guarantees it allegedly signed to guarantee the loans at issue.
−Removed: The Company does not believe these
−Removed: guarantees were legitimate, nor that New York is the proper place for it.
−Removed: The Company has moved to dismiss.
−Removed: Books and records litigation:
−Removed: 2024, the Unauthorized Persons filed a lawsuit in Wyoming State court for books and records.
−Removed: The Company does not believe the lawsuit
−Removed: has merit under Wyoming’s books and records statute and is defending this suit.
+Added: On October 18, 2023, the same individuals who
+Added: filed the above-described derivative suit filed a direct action against the Company in the Chancery Court of the State of Wyoming (the
+Added: “Chancery Court”), again seeking control of the Company.
+Added: The Company responded to the lawsuit, sought a temporary restraining
+Added: order restraining the plaintiff-shareholders and their affiliates (including the Unauthorized Persons) from claiming be in control of
+Added: On November 7, 2023, the Chancery Court issued
+Added: a temporary restraining order substantially restraining the plaintiff-shareholders and their affiliates from claiming to act on behalf
+Added: of the Company.
+Added: The lawsuit remains pending as at reporting date.
+Added: On November 30, 2023, the Company responded to
+Added: plaintiffs’ arguments that they controlled the Company, pointing out that plaintiffs’ case (Mr.
+Added: Dai Zheng and his affiliates)
+Added: was largely built upon forged signatures and other fabricated materials.
+Added: In response, the plaintiffs withdrew their opposition to the
+Added: Company’s request for an injunction.
+Added: On January 5, 2024, the Chancery Court entered
+Added: a preliminary injunction order (attached hereto).
+Added: Specifically, the order restrained Mr.
+Added: Dai Zheng and his affiliates from the following
+Added: (i) acting as or
+Added: holding themselves out as majority shareholders, directors, executives, or employees of the
+Added: Company and its affiliates;
+Added: (ii) making any
+Added: attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press
+Added: release on behalf of the Company;
+Added: (iii) making any
+Added: attempts to change the board composition and executive team;
+Added: (iv) disseminating
+Added: false statements regarding the Company and its leadership;
+Added: (v) making any
+Added: attempts to contact the Company’s service providers, including auditors, stock transfer
+Added: agents, and filing agents;
+Added: (vi) making any
+Added: attempts to issue the Company’s shares.
We are a “smaller reporting company”
as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item.
−Removed: UNREGISTERED SALES OF EQUITY SECURITIES
−Removed: AND USE OF PROCEEDS
−Removed: DEFAULTS UPON SENIOR SECURITIES
+Added: UNREGISTERED SALES
+Added: OF EQUITY SECURITIES AND USE OF PROCEEDS
+Added: DEFAULTS UPON
+Added: SENIOR SECURITIES
No senior securities were issued and outstanding
−Removed: during the nine months ended September 30, 2024.
+Added: during the nine months ended March 31, 2024.
MINE SAFETY DISCLOSURES
1 unchanged sentence
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.