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What changed in Ostin Technology Group Co., Ltd.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Ostin Technology Group Co., Ltd.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+392 added−316 removedSource: 20-F (2026-01-26) vs 20-F (2025-01-27)

Top changes in Ostin Technology Group Co., Ltd.'s 2025 20-F

392 paragraphs added · 316 removed · 241 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

26 edited+4 added−2 removed307 unchanged
Biggest changeRisks Related to Ownership of our Class A Ordinary Shares In addition to the risks and uncertainties described above, we are subject to risks relating to Class A Ordinary Shares, including, but not limited to, the following: ● An active trading market for our Class A Ordinary Shares may not continue and the trading price for our Class A Ordinary Shares may fluctuate significantly. ● The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors. ● The market price of our Class A Ordinary Shares has recently declined significantly, and our Class A Ordinary Shares could be delisted from Nasdaq or trading could be suspended. ● In the event that our Class A Ordinary Shares are delisted from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in our Class A Ordinary Shares because they may be considered penny stocks and thus be subject to the penny stock rules. ● Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer. 6 Risks Related to Doing Business in China Changes in the political and economic policies of the PRC government or in relations between China and the United States may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.
Biggest changeRisks Related to Ownership of our Class A Ordinary Shares In addition to the risks and uncertainties described above, we are subject to risks relating to Class A Ordinary Shares, including, but not limited to, the following: ● Recent and potential future issuances of a substantial number of our Class A Ordinary Shares, including shares issuable upon exercise of warrants, could adversely affect the market price of our securities and result in significant dilution to existing shareholders. ● An active trading market for our Class A Ordinary Shares may not continue and the trading price for our Class A Ordinary Shares may fluctuate significantly. ● The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors. ● The market price of our Class A Ordinary Shares has recently declined significantly, and our Class A Ordinary Shares could be delisted from Nasdaq or trading could be suspended. ● Trading of our Class A Ordinary Shares on the Nasdaq Capital Market has been suspended since September 12, 2025, and there is no assurance as to when, or if, trading will resume. ● In the event that our Class A Ordinary Shares are delisted from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in our Class A Ordinary Shares because they may be considered penny stocks and thus be subject to the penny stock rules. ● Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer. 6 Risks Related to Doing Business in China Changes in the political and economic policies of the PRC government or in relations between China and the United States may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.
In addition, an overseas-listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, within the time frame specified by the Overseas Listing Trial Measures.
In addition, an overseas-listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, within the time frame specified by the Overseas Listing Trial Measures.
However, if we do not maintain the permissions and approvals of the filing procedure in a timely manner under PRC laws and regulations, we may be subject to investigations by competent regulators, fines or penalties, ordered to suspend our relevant operations and rectify any non-compliance, prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in our operations, limit our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.
However, if we do not maintain the permissions and approvals of the filing procedure in a timely manner under PRC laws and regulations, we may be subject to investigations by competent regulators, fines or penalties, ordered to suspend our relevant operations and rectify any non-compliance, prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in our operations, limit our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.
As the Overseas Listing Trial Measures were newly published, there exists uncertainty with respect to the filing requirements and their implementation.
As the Overseas Listing Trial Measures were newly published, there exists uncertainty with respect to the filing requirements and their implementation.
Any failure or perceived failure of us to fully comply with such new regulatory requirements could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause significant disruption to our business operations, and severely damage our reputation, which could materially and adversely affect our financial condition and results of operations and could cause the value of the Company’s securities to significantly decline or be worthless.
Any failure or perceived failure of us to fully comply with such new regulatory requirements could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause significant disruption to our business operations, and severely damage our reputation, which could materially and adversely affect our financial condition and results of operations and could cause the value of the Company’s securities to significantly decline or be worthless.
We may be subject to late fees and fines in relation to the underpaid employee benefits and under-withheld individual income tax, our financial condition and results of operations may be adversely affected. Our Class A Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors.
We may be subject to late fees and fines in relation to the underpaid employee benefits and under-withheld individual income tax, and our financial condition and results of operations may be adversely affected. Our Class A Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors.
The PRC government may also intervene or influence our operations at any time, which could result in a material change in our operations and our Class A Ordinary Shares could decline in value or become worthless. 10 The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.
The PRC government may also intervene or influence our operations at any time, which could result in a material change in our operations and our Class A Ordinary Shares could decline in value or become worthless. The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.
However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body”. 16 Dividends payable to our foreign investors and gains on the sale of our Class A Ordinary Shares by our foreign investors may be subject to PRC tax.
However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body”. 16 Dividends payable to our foreign investors and gains on the sale of our Class A shares by our foreign investors may be subject to PRC tax.
Under PRC laws, rules and regulations, each of our subsidiaries incorporated in China is required to set aside at least 10% of its after-tax profits each year, after making up for previous years’ accumulated losses, if any, to fund certain statutory reserves, until the aggregate amount of such fund reaches 50% of its registered capital.
Under PRC laws, rules and regulations, each of our subsidiaries incorporated in China is required to set aside at least 10% of its after-tax profits each year, after making up for previous years accumulated losses, if any, to fund certain statutory reserves, until the aggregate amount of such fund reaches 50% of its registered capital.
We do not expect to be identified as a “Commission-Identified Issuer” under the HFCA Act for the year ended September 30, 2024 after we file our annual report on Form 20-F for such year.
We do not expect to be identified as a “Commission-Identified Issuer” under the HFCA Act for the year ended September 30, 2025 after we file our annual report on Form 20-F for such year.
The following table provides a summary of the distributions and working capital funds transferred between Jiangsu Austin and its subsidiaries: Fiscal Years Ended September 30, 2024 2023 2022 Cash transferred to its subsidiaries from Jiangsu Austin $ 14,951,355 $ 8,617,106 $ 9,096,665 Cash transferred to Jiangsu Austin from its subsidiaries $ 57,000 $ - $ - The transfer of funds among companies are subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases (2020 Revision, the “Provisions on Private Lending Cases”), which was implemented on August 20, 2020 to regulate the financing activities between natural persons, legal persons and unincorporated organizations.
The following table provides a summary of the distributions and working capital funds transferred between Jiangsu Austin and its subsidiaries: Fiscal Years Ended September 30, 2025 2024 2023 Cash transferred to its subsidiaries from Jiangsu Austin $ 9,313,712 $ 14,951,355 $ 8,617,106 Cash transferred to Jiangsu Austin from its subsidiaries $ - $ 57,000 $ - The transfer of funds among companies are subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases (2020 Revision, the “Provisions on Private Lending Cases”), which was implemented on August 20, 2020 to regulate the financing activities between natural persons, legal persons and unincorporated organizations.
As the 2021 Negative List is relatively new, there remain substantial uncertainties as to the interpretation and implementation of these new requirements, and it is unclear as to whether and to what extent listed companies like us will be subject to these new requirements.
There remain substantial uncertainties as to the interpretation and implementation of these new requirements, and it is unclear as to whether and to what extent listed companies like us will be subject to these new requirements.
For the years ended September 30, 2024, 2023, and 2022, Ostin provided funding to our PRC subsidiaries of $0, $0 and $4,078,600 respectively. In addition, funds are transferred among our PRC subsidiaries for working capital purposes, primarily between Jiangsu Austin, our main operating subsidiary and its subsidiaries.
For the years ended September 30, 2025, 2024 and 2023, Ostin provided funding to our PRC subsidiaries of $4,635,000, $0 and $0 respectively. In addition, funds are transferred among our PRC subsidiaries for working capital purposes, primarily between Jiangsu Austin, our main operating subsidiary and its subsidiaries.
Two suppliers accounted for 58.8% and 10.5% of our total purchase of raw materials for the year ended September 30, 2022, respectively. Any material change in the spot and forward rates could have a material adverse effect on the cost of our raw materials and on our operations. In addition, we do not enter into long-term contracts with our suppliers.
Two suppliers accounted for 42.6% and 6.8% of our total purchase of raw materials for the year ended September 30, 2023, respectively. Any material change in the spot and forward rates could have a material adverse effect on the cost of our raw materials and on our operations. In addition, we do not enter into long-term contracts with our suppliers.
Uncertainties regarding the enforcement of laws and the fact that rules and regulations in China can change quickly with little advance notice, along with the risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers could result in a material change in our operations, financial performance and/or the value of our Class A Ordinary Shares or impair our ability to raise money.
Uncertainties regarding the enforcement of laws and the fact that rules and regulations in China can change quickly with little advance notice, along with the risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers could result in a material change in our operations, financial performance and/or the value of our Class A Ordinary Shares or impair our ability to raise money. 10 The PRC government exerts substantial influence over the manner in which we conduct our business activities.
As part of our strategic development plan in 2024, we plan to take steps to diversify similar equipment supplies to further enhance our production capabilities. We entered into certain purchase agreements with other equipment suppliers and put deposit for the new equipment since 2020. The equipment we purchased in 2024 almost 100% from domestic equipment vendors.
As part of our strategic development plan in 2024, we took steps to diversify similar equipment supplies to further enhance our production capabilities. We entered into certain purchase agreements with other equipment suppliers and put deposit for the new equipment since 2020. The equipment we purchased in 2025 almost 100% from Shanghai Inabata.
If we fail to obtain any of them, our business may be materially and adversely affected. ● We operate in a highly competitive environment and we may not be able to sustain our current market position if we fail to compete successfully. ● Other flat panel display technologies or alternative display technologies could render our products uncompetitive or obsolete. ● Any lack of requisite approvals, licenses or permits applicable to our business or any failure to comply with applicable laws or regulations may have a material and adverse impact on our business, financial condition and results of operations.
If we fail to obtain any of them, our business may be materially and adversely affected. ● We operate in a highly competitive environment and we may not be able to sustain our current market position if we fail to compete successfully. ● Other flat panel display technologies or alternative display technologies could render our products uncompetitive or obsolete. ● Any lack of requisite approvals, licenses or permits applicable to our business or any failure to comply with applicable laws or regulations may have a material and adverse impact on our business, financial condition and results of operations. ● The indictment of our former Co-Chief Executive Officer and a former director, the related U.S.
We have a substantial amount of debt. As of September 30, 2024, we had approximately $27 million of debt outstanding. Our substantial debt could have important consequences to you.
We have a substantial amount of debt. As of September 30, 2025, we had approximately $26 million of debt outstanding. Our substantial debt could have important consequences to you.
Two suppliers accounted for 43.2% and 10.9 % of our total purchase of raw materials for the year ended September 30, 2024, respectively. Two suppliers accounted for 42.6% and 6.8% of our total purchase of raw materials for the year ended September 30, 2023, respectively.
Two suppliers accounted for 36.8% and 6.3% of our total purchase of raw materials for the year ended September 30, 2025, respectively. Two suppliers accounted for 43.2% and 10.9% of our total purchase of raw materials for the year ended September 30, 2024, respectively.
We had two major customers accounting for 53.8% and 13.0% of our total revenue for the year ended September 30, 2022, respectively. We do not enter into long-term agreements with our customers but manufacture based upon purchase orders and therefore cannot be certain that sales to our customers, including our major customers, will continue.
We had two major customers accounting for 47.5% and 17.8% of our total revenues for the year ended September 30, 2023, respectively. We do not enter into long-term agreements with our customers but manufacture based upon purchase orders and therefore cannot be certain that sales to our customers, including our major customers, will continue.
As of the date of this annual report, we have obtained the land certificate and are still in the process of obtaining certain property ownership certificates for such facilities. While we consider these certificates as requiring procedural, rather than substantive, approvals by government agencies, there is no guarantee that we will obtain all of them.
As of the date of this annual report, we have obtained the land certificate certificates for such facilities. While we consider these certificates as requiring procedural, rather than substantive, approvals by government agencies, there is no guarantee that we will obtain all of them.
Customers who account for greater than 10% of our total annual revenue are our major customers. We had two major customers accounting for 35.3% and 11.3% of our total revenue for the year ended September 30, 2024, respectively. We had two major customers accounting for 47.5% and 17.8% of our total revenue for the year ended September 30, 2023, respectively.
Customers who account for greater than 10% of our total annual revenue are our major customers. We had two major customers accounting for 45.1% and 10% of our total revenue for the year ended September 30, 2025, respectively. We had two major customers accounting for 35.3% and 11.3% of our total revenue for the year ended September 30, 2024, respectively.
Our business and operations may be adversely affected by the following factors, among others: ● rapid changes from month to month, including shipment volume and product mix change; ● the cyclical nature of the industry, including fluctuations in selling prices, and imbalances between excess supply and slowdowns in demand; ● the speed at which we and our competitors expand production capacity; ● access to raw materials and components, equipment, electricity, water and other required utilities on a timely and economical basis; ● technological changes; ● the loss of a key customer or the postponement, rescheduling or cancellation of large orders from customers; ● changes in end-users’ spending patterns; ● changes to our management team; ● access to funding on satisfactory terms; ● our customers’ adjustments in their inventory; 23 ● changes in general political, economic, financial and legal conditions; ● natural disasters, such as typhoons and earthquakes, and industrial accidents, such as fires and power failures, as well as geopolitical instability as a result of terrorism or political or military conflicts; and ● the expected or potential impact of the novel coronavirus (COVID-19) pandemic, and the related responses of the government, consumers, and the Company, on our business, financial condition and results of operations.
Our business and operations may be adversely affected by the following factors, among others: ● rapid changes from month to month, including shipment volume and product mix change; ● the cyclical nature of the industry, including fluctuations in selling prices, and imbalances between excess supply and slowdowns in demand; ● the speed at which we and our competitors expand production capacity; ● access to raw materials and components, equipment, electricity, water and other required utilities on a timely and economical basis; ● technological changes; ● the loss of a key customer or the postponement, rescheduling or cancellation of large orders from customers; ● changes in end-users’ spending patterns; ● changes to our management team; ● access to funding on satisfactory terms; ● our customers’ adjustments in their inventory; 23 ● changes in general political, economic, financial and legal conditions; ● natural disasters, such as typhoons and earthquakes, and industrial accidents, such as fires and power failures, as well as geopolitical instability as a result of terrorism or political or military conflicts; and Due to the factors noted above and other risks discussed in this section, many of which are beyond our control, you should not rely on quarter-to-quarter comparisons to predict our future performance.
High-capacity utilization rates allow us to allocate fixed costs over a greater number of products produced. Increases or decreases in capacity utilization rates can impact significantly our gross margins. Accordingly, our ability to maintain or improve our gross margins will continue to depend, in part, on achieving high-capacity utilization rates.
If we are unable to achieve high-capacity utilization rates, our results of operations will be affected adversely. High-capacity utilization rates allow us to allocate fixed costs over a greater number of products produced. Increases or decreases in capacity utilization rates can impact significantly our gross margins.
As of September 30, 2024, we had current assets and current liabilities of $20,844,359 and $40,961,435 respectively. Additionally, we incurred a net loss of $10,189,391 for the current year, resulting in an accumulated deficit of $18,527,479.
As of September 30, 2025, we had current assets and current liabilities of $18,374,551 and $39,735,453 respectively. Additionally, we incurred a net loss of $10,311,035 for the current year, resulting in an accumulated deficit of $28,543,211.
In addition, our results of operations may be below the expectations of public market analysts and investors in some future periods, which may result in a decline in the price of our Class A Ordinary Shares. If we are unable to achieve high-capacity utilization rates, our results of operations will be affected adversely.
Unfavorable changes in any of the above factors may seriously harm our business, financial condition and results of operations. In addition, our results of operations may be below the expectations of public market analysts and investors in some future periods, which may result in a decline in the price of our Class A Ordinary Shares.
Removed
The PRC government exerts substantial influence over the manner in which we conduct our business activities.
Added
Department of Justice investigation, and the Nasdaq trading halt could have a material adverse effect on our business, financial condition, results of operations, reputation, and the value of our securities.
Removed
Due to the factors noted above and other risks discussed in this section, many of which are beyond our control, you should not rely on quarter-to-quarter comparisons to predict our future performance. Unfavorable changes in any of the above factors may seriously harm our business, financial condition and results of operations.
Added
In 2025, we made contributions to the applicable employee benefit plans and withheld individual income tax in accordance with the requirements of the jurisdictions in which we operated.
Added
However, if local authorities subsequently adjust contribution bases or enforcement practices, or determine that our past practices were non-compliant, we could be required to make additional payments, including retroactive contributions, surcharges, or penalties.
Added
Accordingly, our ability to maintain or improve our gross margins will continue to depend, in part, on achieving high-capacity utilization rates.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

75 edited+46 added−8 removed234 unchanged
Biggest changeThe foreign exchange incomes of capital accounts and capital in RMB obtained by the FIE from foreign exchange settlement shall not be used for the following purposes: (i) directly or indirectly used for the payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities or financial schemes other than bank guaranteed products unless otherwise provided by relevant laws and regulations; (iii) used for granting loans to non-affiliated enterprises, unless otherwise permitted by its business scope; and (iv) used for the construction or purchase of real estate that is not for self-use (except for the real estate enterprises). 53 Regulations Relating to Offshore Special Purpose Companies Held by PRC Residents SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents on May 10, 2013, which took effect on May 13, 2013 and which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches.
Biggest changeThe foreign exchange incomes of capital accounts and capital in RMB obtained by the FIE from foreign exchange settlement shall not be used for the following purposes: (i) directly or indirectly used for the payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities or financial schemes other than bank guaranteed products unless otherwise provided by relevant laws and regulations; (iii) used for granting loans to non-affiliated enterprises, unless otherwise permitted by its business scope; and (iv) used for the construction or purchase of real estate that is not for self-use (except for the real estate enterprises).
On December 31, 2024, the Company effected the Reverse Share Split of its ordinary shares and preference shares at a ratio of 1-for-10 and the Class A Ordinary Shares began trading on Nasdaq on a split-adjusted basis.
On December 31, 2024, the Company effected the 2024 Reverse Share Split of its ordinary shares and preference shares at a ratio of 1-for-10 and the Class A Ordinary Shares began trading on Nasdaq on a split-adjusted basis.
The Shuangliu Government may terminate the Shuangliu Investment Agreement and take back the land used for the project or other benefits conferred to Jiangsu Austin, upon occurrence of certain everts, including but not limited to, (i) failure to start the construction of the project by the stipulated time, which is not rectified within 30 days upon written notice; (ii) suspension of construction, acceptance or production of the project for more than three months and failure to provide a valid reason acceptable to the Shuangliu Government; (iii) violation of national, provincial and local law and regulations, resulting in significant economic loss or reputation damages to the Shuangliu Government; (iv) failure to comply with the agreement’s requirements on construction, volume rate and planning of the project; (v) failure to meet the investment requirement on fixed assets, which is not rectified within two years after notice; (vi) changing use of the project land or transferring or leasing the project land or property; (vii) moving the principal manufacturing facility and executive offices for the project or the business registration and tax settlement relationship out of Shuangliu District before the 15 year period; or (viii) other breach of the Shuangliu Investment Agreement, which is not rectified within 60 days upon written notice. 46 Investment Agreement with Naxi Government Jiangsu Austin and the People’s Government of Naxi District, in Luzhou City, Sichuan Province, China (the “Naxi Government”) entered into an investment and cooperation agreement (the “Naxi Investment Agreement”) on September 19, 2018.
The Shuangliu Government may terminate the Shuangliu Investment Agreement and take back the land used for the project or other benefits conferred to Jiangsu Austin, upon occurrence of certain everts, including but not limited to, (i) failure to start the construction of the project by the stipulated time, which is not rectified within 30 days upon written notice; (ii) suspension of construction, acceptance or production of the project for more than three months and failure to provide a valid reason acceptable to the Shuangliu Government; (iii) violation of national, provincial and local law and regulations, resulting in significant economic loss or reputation damages to the Shuangliu Government; (iv) failure to comply with the agreement’s requirements on construction, volume rate and planning of the project; (v) failure to meet the investment requirement on fixed assets, which is not rectified within two years after notice; (vi) changing use of the project land or transferring or leasing the project land or property; (vii) moving the principal manufacturing facility and executive offices for the project or the business registration and tax settlement relationship out of Shuangliu District before the 15 year period; or (viii) other breach of the Shuangliu Investment Agreement, which is not rectified within 60 days upon written notice. 51 Investment Agreement with Naxi Government Jiangsu Austin and the People’s Government of Naxi District, in Luzhou City, Sichuan Province, China (the “Naxi Government”) entered into an investment and cooperation agreement (the “Naxi Investment Agreement”) on September 19, 2018.
The Overseas Listing Trial Measures require subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuers who have completed overseas offerings and listings. 59 On the same day, the CSRC also held a press conference for the release of the Overseas Listing Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, clarifies that (i) prior to the effective date of the Overseas Listing Trial Measures, mainland China domestic companies that have already completed overseas listing shall be regarded as “existing companies”, which are not required to fulfill filing procedure immediately but shall be required to complete the filing if such existing companies conduct refinancing in the future; and (ii) the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and support the development and growth of these companies by enabling them to utilize two markets and two kinds of resources.
The Overseas Listing Trial Measures require subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuers who have completed overseas offerings and listings. 64 On the same day, the CSRC also held a press conference for the release of the Overseas Listing Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, clarifies that (i) prior to the effective date of the Overseas Listing Trial Measures, mainland China domestic companies that have already completed overseas listing shall be regarded as “existing companies”, which are not required to fulfill filing procedure immediately but shall be required to complete the filing if such existing companies conduct refinancing in the future; and (ii) the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and support the development and growth of these companies by enabling them to utilize two markets and two kinds of resources.
However, if we do not receive or maintain the approvals, or we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to investigations by competent regulators, fines or penalties, ordered to suspend our relevant operations and rectify any non-compliance, prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. 37 As of the date of this annual report, we and our PRC subsidiaries have received from PRC authorities all requisite licenses, permissions or approvals needed to engage in the businesses currently conducted in China, and no permission or approval has been denied.
However, if we do not receive or maintain the approvals, or we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to investigations by competent regulators, fines or penalties, ordered to suspend our relevant operations and rectify any non-compliance, prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. 41 As of the date of this annual report, we and our PRC subsidiaries have received from PRC authorities all requisite licenses, permissions or approvals needed to engage in the businesses currently conducted in China, and no permission or approval has been denied.
If the Company’s activities do not constitute substantive business activities, it will be analyzed according to the actual situation of the specific case, which may not be conducive to the determination of its “beneficiary owner” capacity, and thus may not enjoy the concessions under the Double Tax Avoidance Arrangement. 56 Value-Added Tax Pursuant to the Interim Regulations on Value-Added Tax of the People’s Republic of China, which was promulgated by the State Council on December 13, 1993 and amended on November 10, 2008, February 6, 2016 and November 19, 2017, and the Implementation Rules for the Interim Regulations on Value-Added Tax of the People’s Republic of China, which was promulgated by the MOF on December 25, 1993 and amended on December 15, 2008 and October 28, 2011, entities or individuals engaging in sale of goods, provision of processing services, repairs and replacement services or import of goods within the territory of the PRC shall pay value-added tax, or the VAT.
If the Company’s activities do not constitute substantive business activities, it will be analyzed according to the actual situation of the specific case, which may not be conducive to the determination of its “beneficiary owner” capacity, and thus may not enjoy the concessions under the Double Tax Avoidance Arrangement. 61 Value-Added Tax Pursuant to the Interim Regulations on Value-Added Tax of the People’s Republic of China, which was promulgated by the State Council on December 13, 1993 and amended on November 10, 2008, February 6, 2016 and November 19, 2017, and the Implementation Rules for the Interim Regulations on Value-Added Tax of the People’s Republic of China, which was promulgated by the MOF on December 25, 1993 and amended on December 15, 2008 and October 28, 2011, entities or individuals engaging in sale of goods, provision of processing services, repairs and replacement services or import of goods within the territory of the PRC shall pay value-added tax, or the VAT.
In addition, the Provisions on Private Lending Cases set forth that the People’s Court shall support the interest rates not exceeding four times of the market interest rate quoted for one-year loan at the time the private lending contracts were entered into. 54 Regulations Relating to Taxation Income Tax According to the Enterprise Income Tax Law of the People’s Republic of China, or the EIT Law, which was promulgated on March 16, 2007, took effect as from January 1, 2008 and amended on February 24, 2017 and December 29, 2018, an enterprise established outside the PRC with de facto management bodies within the PRC is considered as a resident enterprise for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income.
In addition, the Provisions on Private Lending Cases set forth that the People’s Court shall support the interest rates not exceeding four times of the market interest rate quoted for one-year loan at the time the private lending contracts were entered into. 59 Regulations Relating to Taxation Income Tax According to the Enterprise Income Tax Law of the People’s Republic of China, or the EIT Law, which was promulgated on March 16, 2007, took effect as from January 1, 2008 and amended on February 24, 2017 and December 29, 2018, an enterprise established outside the PRC with de facto management bodies within the PRC is considered as a resident enterprise for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income.
Regulations This section sets forth a summary of the most significant rules and regulations that affect our business activities in China. 48 Regulations Related to Foreign Investment The establishment, operation and management of companies in China are mainly governed by the PRC Company Law, as most recently amended in 2018, which applies to both PRC domestic companies and foreign-invested companies.
Regulations This section sets forth a summary of the most significant rules and regulations that affect our business activities in China. Regulations Related to Foreign Investment The establishment, operation and management of companies in China are mainly governed by the PRC Company Law, as most recently amended in 2018, which applies to both PRC domestic companies and foreign-invested companies.
For the construction projects other than the conditions foregoing, the construction entity shall, within five days after passing the acceptance inspection, submit the fire protection filing for fire protection design. 51 Regulations Relating to Intellectual Property China has adopted comprehensive legislation governing intellectual property rights, including copyrights, trademarks, patents and domain names.
For the construction projects other than the conditions foregoing, the construction entity shall, within five days after passing the acceptance inspection, submit the fire protection filing for fire protection design. Regulations Relating to Intellectual Property China has adopted comprehensive legislation governing intellectual property rights, including copyrights, trademarks, patents and domain names.
UNRESOLVED STAFF COMMENTS Not Applicable. ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this annual report.
ITEM 4A. UNRESOLVED STAFF COMMENTS Not Applicable. ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this annual report.
Employers in most cases are also required to provide severance payment to their employees after their employment relationships are terminated. 57 Enterprises in China are required by PRC laws and regulations to participate in certain employee benefit plans, including social insurance funds, namely a pension plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund, and contribute to the plans or funds in amounts equal to certain percentages of salaries, including bonuses and allowances, of the employees as specified by the local government from time to time at locations where they operate their businesses or where they are located.
Employers in most cases are also required to provide severance payment to their employees after their employment relationships are terminated. 62 Enterprises in China are required by PRC laws and regulations to participate in certain employee benefit plans, including social insurance funds, namely a pension plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund, and contribute to the plans or funds in amounts equal to certain percentages of salaries, including bonuses and allowances, of the employees as specified by the local government from time to time at locations where they operate their businesses or where they are located.
(“Suhong Yuanda”) was formed as a limited liability company in September 2019 in China and became a wholly owned subsidiary of Nanjing Aosa in May 2020, holding 9.97% of the shares of Jiangsu Austin. 35 In June 2020, Nanjing Aosa entered into the VIE Arrangements with shareholders of Jiangsu Austin who were directors, supervisors or senior management members of Jiangsu Austin, and other shareholders (excluding Suhong Yuanda and collectively, the “VIE Shareholders”) holding an aggregate of 87.88% of the shares of Jiangsu Austin, which, along with our company’s direct ownership of 9.97% of Jiangsu Austin, enables us to obtain control over Jiangsu Austin through Nanjing Aosa.
(“Suhong Yuanda”) was formed as a limited liability company in September 2019 in China and became a wholly owned subsidiary of Nanjing Aosa in May 2020, holding 9.97% of the shares of Jiangsu Austin. 37 In June 2020, Nanjing Aosa entered into the VIE Arrangements with shareholders of Jiangsu Austin who were directors, supervisors or senior management members of Jiangsu Austin, and other shareholders (excluding Suhong Yuanda and collectively, the “VIE Shareholders”) holding an aggregate of 87.88% of the shares of Jiangsu Austin, which, along with our company’s direct ownership of 9.97% of Jiangsu Austin, enables us to obtain control over Jiangsu Austin through Nanjing Aosa.
Location Size (Square Meters) Primary Use Owned or Leased Room 101, Building 2, 1 Kechuang Road, Qixia District, Nanjing, Jiangsu Province 2,066* Office Owned*** Building 6, Smart Manufacturing Industrial Park, 6 Zhida Road, Jiangbei New District, Nanjing, Jiangsu Province 8,888** Manufacturing of 7.8-14.3 inch display modules, and 43-104 inch display modules Leased Three Groups of Qingyunsi Village, Four Groups of Shaojiadian Village and Eight Groups of Lanjiagou Village, Gongxing Street, Qinglan Road East, Shuangliu District, Chengdu, Sichuan Province 33,394 Manufacturing of polarizers Owned**** Building 2, No. 13, Section 1, Lantian Road, Dongsheng Street, Naxi District, Luzhou, Sichuan Province 5,987 Manufacturing of 18.5-55 inch display modules Leased * We are authorized by the Industrial Park to use an additional 1,334 square meters attached to the property as warehouse free of charge. ** We are authorized by the Industrial Park to use an additional 3,112 square meters on the rooftop of the property. *** The land on which our facilities are located is leased from the PRC government. **** We own the land use right for the land where our facilities are located. 61 ITEM 4A.
Location Size (Square Meters) Primary Use Owned or Leased Room 101, Building 2, 1 Kechuang Road, Qixia District, Nanjing, Jiangsu Province 2,066 * Office Owned*** Building 6, Smart Manufacturing Industrial Park, 6 Zhida Road, Jiangbei New District, Nanjing, Jiangsu Province 8,888 ** Manufacturing of 7.8-14.3 inch display modules, and 43-104 inch display modules Leased Three Groups of Qingyunsi Village, Four Groups of Shaojiadian Village and Eight Groups of Lanjiagou Village, Gongxing Street, Qinglan Road East, Shuangliu District, Chengdu, Sichuan Province 33,394 Manufacturing of polarizers Owned**** Building 2, No. 13, Section 1, Lantian Road, Dongsheng Street, Naxi District, Luzhou, Sichuan Province 5,987 Manufacturing of 18.5-55 inch display modules Leased * We are authorized by the Industrial Park to use an additional 1,334 square meters attached to the property as warehouse free of charge. ** We are authorized by the Industrial Park to use an additional 3,112 square meters on the rooftop of the property. *** The land on which our facilities are located is leased from the PRC government. **** We own the land use right for the land where our facilities are located.
The M&A Rules, among other things, require offshore special purpose vehicles formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC domestic enterprises or individuals to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. 58 The M&A Rules, and other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex.
The M&A Rules, among other things, require offshore special purpose vehicles formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC domestic enterprises or individuals to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. 63 The M&A Rules, and other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex.
Material Contracts Set forth below is a summary of all material agreements to which we are a party entered into within the preceding three years, excluding the contracts entered into in the ordinary course of our business. 45 Investment Agreement with Shuangliu Government Jiangsu Austin and the People’s Government of Shuangliu District, in Chengdu City, Sichuan Province, China (the “Shuangliu Government”) entered into an investment agreement (the “Shuangliu Investment Agreement”) on September 6, 2017.
Material Contracts Set forth below is a summary of all material agreements to which we are a party entered into within the preceding three years, excluding the contracts entered into in the ordinary course of our business. 50 Investment Agreement with Shuangliu Government Jiangsu Austin and the People’s Government of Shuangliu District, in Chengdu City, Sichuan Province, China (the “Shuangliu Government”) entered into an investment agreement (the “Shuangliu Investment Agreement”) on September 6, 2017.
Commercial media demands a greater focus on brightness, color brilliance, functional richness and wide viewing angles, while for automotive electronics a premium is placed on faster response times, wider viewing angles and greater color fidelity. 40 Consumer Electronics Our display modules for consumer electronics include AIOs, monitors, laptop computers and tablets and range from 12.1 inches to 31.5 inches in size in a variety of display formats.
Commercial media demands a greater focus on brightness, color brilliance, functional richness and wide viewing angles, while for automotive electronics a premium is placed on faster response times, wider viewing angles and greater color fidelity. 44 Consumer Electronics Our display modules for consumer electronics include AIOs, monitors, laptop computers and tablets and range from 12.1 inches to 31.5 inches in size in a variety of display formats.
In the year ended September 30, 2024, our principal products in terms of sales revenue in this category were 21.5-inch and 23.8-inch display modules. In the year ended September 30, 2023, our principal products in terms of sales revenue in this category were 21.5-inch and 23.8-inch display modules.
In the year ended September 30, 2023, our principal products in terms of sales revenue in this category were 21.5-inch and 23.8-inch display modules.
As polarizers are in high demand in China, their pricing is generally not subject to much fluctuation and remains stable. 43 We generally provide a limited warranty to our customers, including the provision of replacement parts and after-sale services for our products. Based on historical sales returns and repairs, our warranty costs have been immaterial.
As polarizers are in high demand in China, their pricing is generally not subject to much fluctuation and remains stable. 48 We generally provide a limited warranty to our customers, including the provision of replacement parts and after-sale services for our products. Based on historical sales returns and repairs, our warranty costs have been immaterial.
As a result, as advised by our PRC counsel, King & Wood Mallesons, other than those requisite for a domestic company in China to engage in the businesses similar to ours, we are not required to obtain any permission from Chinese authorities, including the CSRC, CAC or any other governmental agency that is required to approve our operations.
As a result, as advised by our PRC counsel, King & Wood Mallesons, other than those requisites for a domestic company in China to engage in the businesses similar to ours, we are not required to obtain any permission from Chinese authorities, including the CSRC, CAC or any other governmental agency that is required to approve our operations.
Currently, we purchase approximately 100% of our equipment from Chinese suppliers on an invoiced basis. 44 Our engineers begin discussions with equipment manufacturers far in advance of the planned installation of equipment in a new factory, and we typically execute a letter of intent with the vendors in advance of our planned installation to ensure timely delivery of main equipment with long-term delivery schedules.
Currently, we purchase approximately 100% of our equipment from Chinese suppliers on an invoiced basis. 49 Our engineers begin discussions with equipment manufacturers far in advance of the planned installation of equipment in a new factory, and we typically execute a letter of intent with the vendors in advance of our planned installation to ensure timely delivery of main equipment with long-term delivery schedules.
The safe harbors include qualified group restructurings, public market trades and exemptions under tax treaties or arrangements. 55 On October 17, 2017, SAT issued the Announcement on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or the SAT Circular 37, which took effect on December 1, 2017.
The safe harbors include qualified group restructurings, public market trades and exemptions under tax treaties or arrangements. 60 On October 17, 2017, SAT issued the Announcement on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or the SAT Circular 37, which took effect on December 1, 2017.
As our Company is an upstream producer in the display industry chain, this directly led to a continuous decline in our order volume. Consequently, our sales experienced decline from 2022 till the date of this annual report. However, as the inventories of our customers are gradually cleared, we anticipate a recovery in demand.
As our company is an upstream producer in the display industry chain, this directly led to a continuous decline in our order volume. Consequently, our sales experienced varying degrees of decline from 2022 till the date of this annual report. However, as the inventories of our customers are gradually cleared, we anticipate a recovery in demand.
We also manufacture polarizers used in the TFT-LCD display modules and protective films for the OLED display panel. 39 We seek to improve our market position through our close collaborative customer relationships and a focus on the development of high-end display products and new display materials.
We also manufacture polarizers used in the TFT-LCD display modules and protective films for the OLED display panel. 43 We seek to improve our market position through our close collaborative customer relationships and a focus on the development of high-end display products and new display materials.
Risk Factors – Risks Related to Our Business and Industry –Our results of operations fluctuate from quarter to quarter, which makes it difficult to predict our future performance .” 47 Competition Manufacturers of TFT-LCD display modules, in particular large-size TFT-LCD display modules, face intense competition.
Risk Factors – Risks Related to Our Business and Industry –Our results of operations fluctuate from quarter to quarter, which makes it difficult to predict our future performance .” 52 Competition Manufacturers of TFT-LCD display modules, in particular large-size TFT-LCD display modules, face intense competition.
On the same date, the shareholders approved for the Company to repurchase 2,000,000 Class A Ordinary Shares (200,000 Class A Ordinary Shares following the Reverse Share Split) registered in the name of SHYD Investment Management Limited at an amount equal to the aggregate par value of US$200 (the “Repurchase Price”) and the Repurchase Price out of the proceeds from a fresh issue of 2,000,000 Class B Ordinary Shares (200,000 Class B Ordinary Shares following the Reverse Share Split) to SHYD Investment Management Limited.
On the same date, the shareholders approved for the Company to repurchase 2,000,000 Class A Ordinary Shares (200,000 Class A Ordinary Shares following the 2024 Reverse Share Split, and 8,000 Class A Ordinary Shares following the 2025 Reverse Share Split) registered in the name of SHYD Investment Management Limited at an amount equal to the aggregate par value of US$200 (the “Repurchase Price”) and the Repurchase Price out of the proceeds from a fresh issue of 2,000,000 Class B Ordinary Shares (200,000 Class B Ordinary Shares following the 2024 Reverse Share Split, and 8,000 Class B Ordinary Shares following the 2025 Reverse Share Split) to SHYD Investment Management Limited.
During the year ended September 30, 2022, our principal products in terms of sales revenue in this category were 55-inch display modules. 41 Commercial LCD displays are finding increased traction owing to significant technological advancements such as automated LCD displays, wireless control systems, better picture quality, and high brightness.
During the year ended September 30, 2023, our principal products in terms of sales revenue in this category were 55-inch display modules. Commercial LCD displays are finding increased traction owing to significant technological advancements such as automated LCD displays, wireless control systems, better picture quality, and high brightness.
On April 29, 2022, we consummated our initial public offering of 3,881,250 ordinary shares (388,125 Class A Ordinary Shares following the Reverse Share Split) at a price of $4.00 per share ($40.00 per share following the Reverse Share Split), generating gross proceeds of $15,525,000 before deducting underwriting discounts and commissions and offering expenses.
On April 29, 2022, we consummated our initial public offering of 3,881,250 Ordinary Shares (388,125 Class A Ordinary Shares following the 2024 Reverse Share Split, and 15,525 Class A Ordinary Shares following the 2025 Reverse Share Split) at a price of $4.00 per share, generating gross proceeds of $15,525,000 before deducting underwriting discounts and commissions and offering expenses.
During the year ended September 30, 2024, our principal products in terms of sales revenue in this category were 9.7-inch and 10.4-inch display modules. During the year ended September 30, 2023, our principal products in terms of sales revenue in this category were 9.7-inch and 10.4-inch display modules.
During the year ended September 30, 2025, our principal products in terms of sales revenue in this category were 9.7-inch and 10.4-inch display modules. During the year ended September 30, 2024, our principal products in terms of sales revenue in this category were 9.7-inch and 10.4-inch display modules.
Key Information – D. Risk Factors.” All amounts included herein with respect to the years ended September 30, 2024 and 2023 are derived from our consolidated financial statements included elsewhere in this annual report. Our financial statements have been prepared in accordance with U.S. GAAP.
Key Information – D. Risk Factors.” All amounts included herein with respect to the years ended September 30, 2025 and 2024 are derived from our consolidated financial statements included elsewhere in this annual report. Our financial statements have been prepared in accordance with U.S. GAAP. 66
Business License Nanjing Municipal Administration for Market Supervision Until May 12, 2045 Record Registration Form for Foreign Trade Business Operators Eligible local foreign trade authorities appointed by the Ministry of Commerce Long-term Certificate of Safety Production Standardization Emergency Management Bureau of Nanjing Jiangbei New Area Management Committee Until January 2, 2027 Luzhou Aozhi Optronics Technology Co., Ltd.
Business License Nanjing Municipal Administration for Market Supervision Until May 12, 2045 Record Registration Form for Foreign Trade Business Operators Eligible local foreign trade authorities appointed by the Ministry of Commerce Long-term with no expiration date Certificate of Safety Production Standardization Emergency Management Bureau of Nanjing Jiangbei New Area Management Committee Until January 2, 2027 Luzhou Aozhi Optronics Technology Co., Ltd.
During the years ended September 30, 2024, our principal products in terms of sales revenue in this category were 55-inch display modules. During the years ended September 30, 2023, our principal products in terms of sales revenue in this category were 55-inch display modules.
During the years ended September 30, 2025, our principal products in terms of sales revenue in this category were 55-inch display modules. During the years ended September 30, 2024, our principal products in terms of sales revenue in this category were 55-inch display modules.
We currently have sales offices in Shanghai, Beijing, Xi’an, Chongqing, Taiwan, Shenzhen, Shandong and Hong Kong, and, as of September 30, 2024, our sales and marketing force employed a total of 20 employees in these regional offices and our headquarters. We focus sales activities on strengthening our relationships with large end-brand customers, with whom we maintain good collaborative relationships.
We currently have sales offices in Shanghai, Beijing, Xi’an, Chongqing, Taiwan, Shenzhen, Shandong and Hong Kong, and, as of September 30, 2025, our sales and marketing force employed a total of 23 employees in these regional offices and our headquarters. We focus sales activities on strengthening our relationships with large end-brand customers, with whom we maintain good collaborative relationships.
As a result, the shareholders approved (i) the Company’s authorized share capital of US$500,000 divided into 4,991,000,000 class A ordinary shares of a par value of US$0.0001 each, 8,000,000 class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each, be consolidated and divided at a share consolidation ratio of one (1)-for-ten (10), such that, the authorized share capital of US$500,000 will be divided into: (i) 499,100,000 class A ordinary shares of par value of US$0.001 each, (ii) 800,000 class B ordinary shares of par value of US$0.001 each, and (iii) 100,000 preference shares of a par value of US$0.001 each (the “Share Consolidation”); (ii) the transfer agent and share registrar of the Company be and is hereby authorized to update the listed register of members of the Company as may be necessary to reflect the Share Consolidation; and (iii) the registered office provider of the Company be and is hereby authorized to make any necessary filing with the Registrar of Companies in the Cayman Islands in connection with the Share Consolidation.
As a result, the shareholders approved (i) the Company’s authorized share capital of US$500,000 divided into 4,991,000,000 class A ordinary shares of a par value of US$0.0001 each, 8,000,000 class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each, be consolidated and divided at a share consolidation ratio of one (1)-for-ten (10), such that, the authorized share capital of US$500,000 will be divided into: (i) 499,100,000 class A ordinary shares of par value of US$0.001 each, (ii) 800,000 class B ordinary shares of par value of US$0.001 each, and (iii) 100,000 preference shares of a par value of US$0.001 each (the “2024 Reverse Share Split”); (ii) the transfer agent and share registrar of the Company be and is hereby authorized to update the listed register of members of the Company as may be necessary to reflect the 2024 Reverse Share Split; and (iii) the registered office provider of the Company be and is hereby authorized to make any necessary filing with the Registrar of Companies in the Cayman Islands in connection with the 2024 Reverse Share Split.
Business License Jiangsu Provincial Administration for Market Regulation Long-term Certificate of the Customs of the People’s Republic of China on Registration of A Customs Declaration Entity Jinling Customs, People’s Republic of China Long-term Record Registration Form for Foreign Trade Business Operators Eligible local foreign trade authorities appointed by the Ministry of Commerce Long-term Sichuan Ausheet Electronic Materials Co., Ltd.
Business License Jiangsu Provincial Administration for Market Regulation Long-term with no expiration date Certificate of the Customs of the People’s Republic of China on Registration of A Customs Declaration Entity Jinling Customs, People’s Republic of China Long-term with no expiration date Record Registration Form for Foreign Trade Business Operators Eligible local foreign trade authorities appointed by the Ministry of Commerce Long-term with no expiration date Sichuan Ausheet Electronic Materials Co., Ltd.
Following the repurchase and issue of Class B Ordinary Shares, the Company’s issued share capital remained unchanged, and SHYD Investment Management Limited owned 1,908,612 Class A Ordinary Shares (190,862 Class A Ordinary Shares following the Reverse Share Split) and 2,000,000 Class B Ordinary Shares (200,000 Class B Ordinary Shares following the Reverse Share Split) of the Company, respectively, represented approximately 76.5% of our outstanding voting power.
Following the repurchase and issue of Class B Ordinary Shares, the Company’s issued share capital remained unchanged, and SHYD Investment Management Limited owned 1,908,612 Class A Ordinary Shares (190,862 Class A Ordinary Shares following the 2024 Reverse Share Split, and 7,635 Class A Ordinary Shares following the 2025 Reverse Share Split) and 2,000,000 Class B Ordinary Shares (200,000 Class B Ordinary Shares following the 2024 Reverse Share Split, and 8,000 Class B Ordinary Shares following the 2025 Reverse Share Split) of the Company, respectively, represented approximately 76.5% of our outstanding voting power.
Business License Shuangliu District Administrative Approval Bureau, Chengdu City Long-term Certificate of the Customs of the People’s Republic of China on Registration of A Customs Declaration Entity Chengdu Customs, People’s Republic of China Long-term Record Registration Form for Foreign Trade Business Operators Eligible local foreign trade authorities appointed by the Ministry of Commerce Long-term Certificate of Safety Production Standardization Chengdu Bureau of Emergency Management Until July 15, 2027 Nanjing Aoting Technology Development Co., Ltd.
Business License Shuangliu District Administrative Approval Bureau, Chengdu City Long-term with no expiration date Certificate of the Customs of the People’s Republic of China on Registration of A Customs Declaration Entity Chengdu Customs, People’s Republic of China Long-term with no expiration date Record Registration Form for Foreign Trade Business Operators Eligible local foreign trade authorities appointed by the Ministry of Commerce Long-term with no expiration date Certificate of Safety Production Standardization Chengdu Bureau of Emergency Management Until July 25, 2027 Nanjing Aoting Technology Development Co., Ltd.
In the year ended September 30, 2022, our principal products in terms of sales revenue in this category were 21.5-inch and 23.8-inch display modules.
In the year ended September 30, 2025, our principal products in terms of sales revenue in this category were 21.5-inch and 23.8-inch display modules. In the year ended September 30, 2024, our principal products in terms of sales revenue in this category were 21.5-inch and 23.8-inch display modules.
As a result, Sichuan Ausheet and Nanjing Oni held 28.57% and 71.43% of shares of Sichuan Auniu, respectively. On January 23, 2024, Sichuan Auniu, together with Nanjing Oni entered into a capital injection agreement with certain new investors.
As a result, Sichuan Ausheet and Nanjing Oni held 28.57% and 71.43% of shares of Sichuan Auniu, respectively. 38 On January 23, 2024, Sichuan Auniu, together with Nanjing Oni entered into a capital injection agreement with certain new investors. As a result, Sichuan Ausheet and Nanjing Oni hold 20% and 52% of shares of Sichuan Auniu, respectively.
We have one major customer who contributed to approximately 95.52%, 99.67%, and 53.8% of our polarizer sales in the years ended September 30, 2024, 2023 and 2022, respectively. Our sales and marketing department seeks to maintain and strengthen relationships with our current customers in existing markets as well as expand our business in new markets and with new customers.
We have one major customer who contributed to approximately 91.65%, 95.52%, and 99.67% of our polarizer sales in the years ended September 30, 2025, 2024 and 2023, respectively. Our sales and marketing department seeks to maintain and strengthen relationships with our current customers in existing markets as well as expand our business in new markets and with new customers.
The Foreign Investment Law and the Implementing Rules provide that a system of pre-entry national treatment and negative list shall be applied for the administration of foreign investment, where “pre-entry national treatment” means that the treatment given to foreign investors and their investments at market access stage is no less favorable than that given to domestic investors and their investments, and “negative list” means the special administrative measures for foreign investment’s access to specific fields or industries, which will be proposed by the competent investment department of the State Council in conjunction with the competent commerce department of the State Council and other relevant departments, and be reported to the State Council for promulgation, or be promulgated by the competent investment department or competent commerce department of the State Council after being reported to the State Council for approval.
The Implementing Rules introduce a see-through principle and further provide that foreign-invested enterprises that invest in the PRC shall also be governed by the Foreign Investment Law and the Implementing Rules. 53 The Foreign Investment Law and the Implementing Rules provide that a system of pre-entry national treatment and negative list shall be applied for the administration of foreign investment, where “pre-entry national treatment” means that the treatment given to foreign investors and their investments at market access stage is no less favorable than that given to domestic investors and their investments, and “negative list” means the special administrative measures for foreign investment’s access to specific fields or industries, which will be proposed by the competent investment department of the State Council in conjunction with the competent commerce department of the State Council and other relevant departments, and be reported to the State Council for promulgation, or be promulgated by the competent investment department or competent commerce department of the State Council after being reported to the State Council for approval.
Under the Regulations on the Protection of the Right to Network Dissemination of Information that took effect on July 1, 2006 and was amended on January 30, 2013, it is further provided that an Internet information service provider may be held liable under various situations, including that if it knows or should reasonably have known a copyright infringement through the Internet and the service provider fails to take measures to remove or block or disconnect links to the relevant content, or, although not aware of the infringement, the Internet information service provider fails to take such measures upon receipt of the copyright holder’s notice of such infringement.
In addition, there is a voluntary registration system administered by the Copyright Protection Center of China. 56 Under the Regulations on the Protection of the Right to Network Dissemination of Information that took effect on July 1, 2006 and was amended on January 30, 2013, it is further provided that an Internet information service provider may be held liable under various situations, including that if it knows or should reasonably have known a copyright infringement through the Internet and the service provider fails to take measures to remove or block or disconnect links to the relevant content, or, although not aware of the infringement, the Internet information service provider fails to take such measures upon receipt of the copyright holder’s notice of such infringement.
Two suppliers accounted for 58.8% and 10.5% of our total purchase of raw materials for the year ended September 30, 2022, respectively. Equipment and Suppliers We purchase equipment from a selected number of qualified manufacturers to ensure consistent quality, timely delivery and performance. We purchased most of our equipment from overseas suppliers, primarily Japanese.
Two suppliers accounted for 42.6% and 6.8% of our total purchase of raw materials for the year ended September 30, 2023, respectively. Equipment and Suppliers We purchase equipment from a selected number of qualified manufacturers to ensure consistent quality, timely delivery and performance. We purchased most of our equipment from overseas suppliers, primarily Japanese.
Our top customers (which each accounted for 10% or more of our sales in each period) together accounted for 42.44%, 65.3% and 66.8%, respectively, of our total sales for the years ended September 30, 2024, 2023 and 2022. 42 Polarizers We sell polarizers to LCD display panel manufacturers.
Our top customers (which each accounted for 10% or more of our sales in each period) together accounted for 43.70%, 42.44% and 65.3%, respectively, of our total sales for the years ended September 30, 2025, 2024 and 2023. 47 Polarizers We sell polarizers to LCD display panel manufacturers.
During the year ended September 30, 2022, our principal products in terms of sales revenue in this category were 10.25-inch and 12.3-inch display modules. Customers have become more demanding for in-vehicle infotainment systems which drives the automakers to launch larger display systems with better quality and more functions.
During the year ended September 30, 2023, our principal products in terms of sales revenue in this category were 9.7-inch and 10.4-inch display modules. Customers have become more demanding for in-vehicle infotainment systems which drives the automakers to launch larger display systems with better quality and more functions.
Two suppliers accounted for 43.2% and 10.9% of our total purchase of raw materials for the year ended September 30, 2024, respectively. Two suppliers accounted for 42.6% and 6.8% of our total purchase of raw materials for the year ended September 30, 2023, respectively.
Two suppliers accounted for 36.8% and 6.3% of our total purchase of raw materials for the year ended September 30, 2025, respectively. Two suppliers accounted for 43.2% and 10.9% of our total purchase of raw materials for the year ended September 30, 2024, respectively.
The consumer electronics market has not recovered from the downturn. As of September 30, 2023, despite China’s easing of COVID-19 related restrictions, the negative impact on the market persisted, and consumer electronics sales continued to show a downward trend.
As of September 30, 2023, despite China’s easing of COVID-19 related restrictions, the negative impact on the market persisted, and consumer electronics sales continued to show a downward trend. As of September 30, 2024, the consumer electronics market had not rebounded from its downturn, and consumer electronics sales continue to show a downward trend.
Revenue from sales of our display modules in this category was approximately $670,960, or 3.70% of our total revenue from sales of display modules in the year ended September 30, 2024, approximately $1,312,628, or 4.72% of our total revenue from sales of display modules in the year ended September 30, 2023, and approximately $5,562,002, or 15.84% of our total revenue from sales of display modules in the year ended September 30, 2022.
Revenue from sales of our display modules in this category was approximately $670,375, or 4.41% of our total revenue from sales of display modules in the year ended September 30, 2025, approximately $670,960, or 3.70% of our total revenue from sales of display modules in the year ended September 30, 2024, and approximately $1,312,628, or 4.72% of our total revenue from sales of display modules in the year ended September 30, 2023.
Business License Nanjing Municipal Administration for Market Supervision Long-term Beijing Suhongyuanda Science and Technology Co., Ltd. Business License Beijing Municipal Administration for Market Supervision Until September 23, 2049 38 The chart below summarizes our corporate structure as of the date of this annual report: 4B. Business Overview Ostin is a holding company incorporated in the Cayman Islands.
Business License Beijing Municipal Administration for Market Supervision Until September 23, 2049 42 The chart below summarizes our corporate structure as of the date of this annual report: 4B. Business Overview Ostin is a holding company incorporated in the Cayman Islands.
Regulations Relating to Leasing Pursuant to the Law on Administration of Urban Real Estate which took effect in January 1995 with the latest amendment in August 2019, lessors and lessees are required to enter into a written lease contract, containing such provisions as the term of the lease, the use of the premises, liability for rent and repair, and other rights and obligations of both parties.
After a building is completed, an examination of completion by the relevant governmental authorities and experts must be organized. 55 Regulations Relating to Leasing Pursuant to the Law on Administration of Urban Real Estate which took effect in January 1995 with the latest amendment in August 2019, lessors and lessees are required to enter into a written lease contract, containing such provisions as the term of the lease, the use of the premises, liability for rent and repair, and other rights and obligations of both parties.
Otherwise, the unauthorized use constitutes an infringement on the patent rights. 52 Domain Names On May 28, 2012, the China Internet Network Information Center, or the CNNIC, issued the Implementing Rules for Domain Name Registration which took effect on May 29, 2012 setting forth the detailed rules for registration of domain names.
Domain Names On May 28, 2012, the China Internet Network Information Center, or the CNNIC, issued the Implementing Rules for Domain Name Registration which took effect on May 29, 2012 setting forth the detailed rules for registration of domain names.
Business License Market Supervision Bureau of Naxi District, Luzhou City Long-term Record Registration Form for Foreign Trade Business Operators Eligible local foreign trade authorities appointed by the Ministry of Commerce Long-term Sichuan Auniu New Materials Co., Ltd. Business License Shuangliu District Administrative Approval Bureau, Chengdu City Long-term Jiangsu Huiyin Optronics Co., Ltd.
Business License Market Supervision Bureau of Naxi District, Luzhou City Long-term with no expiration date Record Registration Form for Foreign Trade Business Operators Eligible local foreign trade authorities appointed by the Ministry of Commerce Long-term with no expiration date Sichuan Auniu New Materials Co., Ltd.
If we fail to obtain such relief, the Naxi Government may withdraw all the benefits conferred to Luzhou Aozhi. For the year ended September 30, 2024, Luzhou Aozhi received a total amount of RMB475,621.40 (US$66,019) in benefits, grants and subsidies from the Naxi Government.
If we fail to obtain such relief, the Naxi Government may withdraw all the benefits conferred to Luzhou Aozhi. For the year ended September 30, 2025, Luzhou Aozhi received a total amount of RMB522,721 (US$72,474) in benefits, grants and subsidies from the Naxi Government.
Profits retained from prior years may be distributed together with distributable profits from the current year. 50 Regulations Relating to Land Use Right and Construction Pursuant to the PRC Land Administration Law promulgated in June 1986 with the latest amendment in August 2019 and the PRC Civil Code, any entity that needs land for the purposes of construction must obtain land use right and must register with local counterparts of Land and Resources Ministry.
Regulations Relating to Land Use Right and Construction Pursuant to the PRC Land Administration Law promulgated in June 1986 with the latest amendment in August 2019 and the PRC Civil Code, any entity that needs land for the purposes of construction must obtain land use right and must register with local counterparts of Land and Resources Ministry.
Revenue from sales of our display modules for consumer electronics was approximately $16,752,162 or 92.32% of our total revenue from sales of display modules in the year ended September 30, 2024, approximately $25,776,249, or 92.74% of our total revenue from sales of display modules in the year ended September 30, 2023, and approximately $22,132,134, or 63.03% of our total revenue from sales of display modules in the year ended September 30, 2022.
Revenue from sales of our display modules for consumer electronics was approximately $14,083,166 or 92.44% of our total revenue from sales of display modules in the year ended September 30, 2025, approximately $16,752,162, or 92.32% of our total revenue from sales of display modules in the year ended September 30, 2024, and approximately $25,776,249, or 92.74% of our total revenue from sales of display modules in the year ended September 30, 2023.
Revenue from sales of our display modules in this category was approximately $723,577, or 3.99% of our total revenue from sales of display modules in the year ended September 30, 2024, approximately $704,653, or 3.34% of our total revenue from sales of display modules in the year ended September 30, 2023, and approximately $7,419,515, or 21.13% of our total revenue from sales of display modules in the year ended September 30, 2022.
Revenue from sales of our display modules in this category was approximately $481,571, or 3.16% of our total revenue from sales of display modules in the year ended September 30, 2025, approximately $723,577, or 3.99% of our total revenue from sales of display modules in the year ended September 30, 2024, and approximately $704,653, or 3.34% of our total revenue from sales of display modules in the year ended September 30, 2023.
We intend to focus our efforts on these products, and we believe that this strategic approach will contribute to a gradual recovery in the Company’s sales performance, which is expected to rise in 2025.
We intend to focus our efforts on these products, and we believe that this strategic approach will contribute to a gradual recovery in the Company’s sales performance, which is expected to rise in 2025. In 2025, we also completed the development of our new product-OLED Material (Protective Film Manufacturing).
For the year ended September 30, 2023, Luzhou Aozhi received a total amount of RMB493,721 (US$67,670) in benefits, grants and subsidies from the Naxi Government. For the year ended September 30, 2022, Luzhou Aozhi received a total amount of RMB71,033 (US$9,736) in benefits, grants and subsidies from the Naxi Government.
For the year ended September 30, 2024, Luzhou Aozhi received a total amount of RMB475,621 (US$66,019) in benefits, grants and subsidies from the Naxi Government. For the year ended September 30, 2023, Luzhou Aozhi received a total amount of RMB493,721 (US$67,670) in benefits, grants and subsidies from the Naxi Government.
Luzhou Aozhi completed equipment installation and commenced production in August 2020, and achieved production of display modules of RMB12,606,825(US$1,749,903) for the year ended September 30, 2024, RMB4,065,122 (US$557,171) for the year ended September 30, 2023, and RMB41,557,738 (US$5,695,962) for the year ended September 30, 2022.
Luzhou Aozhi completed equipment installation and commenced production in August 2020, and achieved production of display modules of RMB61,349,942(US$8,617,775) for the year ended September 30, 2025, RMB12,606,825(US$1,749,903) for the year ended September 30, 2024, and RMB4,065,122 (US$557,171) for the year ended September 30, 2023.
If the foreign investor fails to make corrections within the specified time limit, the aforesaid provisions regarding the circumstance that a foreign investor invests in the prohibited field or industry shall apply. 49 Pursuant to the Foreign Investment Law and the Implementing Rules, and the Information Reporting Measures for Foreign Investment jointly promulgated by the MOFCOM and the SAMR, which took effect on January 1, 2020, a foreign investment information reporting system shall be established and foreign investors or foreign-invested enterprises shall report investment information to competent commerce departments of the government through the enterprise registration system and the enterprise credit information publicity system, and the administration for market regulation shall forward the above investment information to the competent commerce departments in a timely manner.
Pursuant to the Foreign Investment Law and the Implementing Rules, and the Information Reporting Measures for Foreign Investment jointly promulgated by the MOFCOM and the SAMR, which took effect on January 1, 2020, a foreign investment information reporting system shall be established and foreign investors or foreign-invested enterprises shall report investment information to competent commerce departments of the government through the enterprise registration system and the enterprise credit information publicity system, and the administration for market regulation shall forward the above investment information to the competent commerce departments in a timely manner.
During the years ended September 30, 2024, 2023 and 2022, our revenues were $32,463,213, $57,525,700 and $105,416,746, respectively, and net (loss)/income were $(10,189,391) , $(11,013,966) and $112,227, respectively. Our Products We mainly manufacture two categories of products: display modules and polarizers.
During the years ended September 30, 2025, 2024 and 2023, our revenues were $39,678,541, $32,463,213 and $57,525,700, respectively, and net loss were $(10,311,035), $(10,189,391) and $(11,013,996), respectively. Our Products We mainly manufacture two categories of products: display modules and polarizers.
In addition, the MOFCOM shall set up a foreign investment information reporting system to receive and handle the investment information and inter-departmentally shared information forwarded by the administration for market regulation in a timely manner. The foreign investors or foreign-invested enterprises shall report the investment information by submitting reports including initial reports, change reports, deregistration reports and annual reports.
In addition, the MOFCOM shall set up a foreign investment information reporting system to receive and handle the investment information and inter-departmentally shared information forwarded by the administration for market regulation in a timely manner.
Third Parties must obtain consent or a proper license from the patent owner to use the patent.
Third Parties must obtain consent or a proper license from the patent owner to use the patent. Otherwise, the unauthorized use constitutes an infringement on the patent rights.
Furthermore, the Foreign Investment Law provides that foreign-invested enterprises established according to the previous laws regulating foreign investment prior to the implementation of the Foreign Investment Law may maintain their structure and corporate governance within five years after the implementation of the Foreign Investment Law.
The foreign investors or foreign-invested enterprises shall report the investment information by submitting reports including initial reports, change reports, deregistration reports and annual reports. 54 Furthermore, the Foreign Investment Law provides that foreign-invested enterprises established according to the previous laws regulating foreign investment prior to the implementation of the Foreign Investment Law may maintain their structure and corporate governance within five years after the implementation of the Foreign Investment Law.
End Products In an effort to increase our profits as well as utilizing our extensive resources and expertise in the display panel industry, we have diversified into the production and sales of display products for end users such as commercial display and consumer electronics, which generally have a higher profit margin than our display module products.
For the years ended September 30, 2025, 2024 and 2023, we achieved sales of polarizers of $19,517,783, $12,137,669 and $27,526,662, respectively. 46 End Products In an effort to increase our profits as well as utilizing our extensive resources and expertise in the display panel industry, we have diversified into the production and sales of display products for end users such as commercial display and consumer electronics, which generally have a higher profit margin than our display module products.
Fiscal Year 2024 Fiscal Year 2023 Fiscal Year 2022 Regions Sales % of Total Sales Sales % of Total Sales Sales % of Total Sales Mainland China $ 29,956,914 92 % $ 54,466,044 95 % $ 96,449,118 91 % Hong Kong and Taiwan $ 2,395,542 7 % $ 3,059,656 5 % $ 8,948,112 9 % Others $ 110,757 1 % $ - - % $ 19,516 - % Total $ 32,463,213 100 % $ 57,525,700 100 % $ 105,416,746 100 % Display Modules Our display modules customers primarily include the customers in consumer electronics, automotive display and commercial LCD display.
Fiscal Year 2025 Fiscal Year 2024 Fiscal Year 2023 Regions Sales % of Total Sales Sales % of Total Sales Sales % of Total Sales Mainland China $ 35,751,495 90 % $ 29,956,914 92 % $ 54,466,044 95 % Hong Kong and Taiwan $ 3,838,017 10 % $ 2,395,542 7 % $ 3,059,656 5 % Others $ 89,029 0 % $ 110,757 1 % $ - - % Total $ 39,678,541 100 % $ 32,463,213 100 % $ 57,525,700 100 % Display Modules Our display modules customers primarily include the customers in consumer electronics, automotive display and commercial LCD display.
Business License Nanjing Municipal Administration for Industry and Commerce Until May 1, 2043 Nanjing Zhancheng Photoelectron Co., Ltd. Business License Market Supervision Bureau of Xuanwu District, Nanjing City Until December 14, 2031 Austin Optronics Technology Co., Ltd. Business License The Companies Registry (Hong Kong) Long-term Nanjing Aosa Technology Development Co., Ltd.
Business License Shuangliu District Administrative Approval Bureau, Chengdu City Long-term with no expiration date Jiangsu Huiyin Optronics Co., Ltd. Business License Nanjing Municipal Administration for Industry and Commerce Until May 1, 2043 Nanjing Zhancheng Photoelectron Co., Ltd. Business License Market Supervision Bureau of Xuanwu District, Nanjing City Until December 14, 2031 Austin Optronics Technology Co., Ltd.
PRC companies are not permitted to distribute any profits until any losses from prior years have been offset.
PRC companies are not permitted to distribute any profits until any losses from prior years have been offset. Profits retained from prior years may be distributed together with distributable profits from the current year.
SAFE promulgated Notice on Issues Relating to Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or the SAFE Circular 37, on July 4, 2014 that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.
Regulations Relating to Offshore Special Purpose Companies Held by PRC Residents SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents on May 10, 2013, which took effect on May 13, 2013 and which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches. 58 SAFE promulgated Notice on Issues Relating to Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or the SAFE Circular 37, on July 4, 2014 that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.
Regulations Relating to Foreign Exchange The principal regulations governing foreign currency exchange in China are the Administrative Regulations on Foreign Exchange of the People’s Republic of China, or the Foreign Exchange Administrative Regulation, which was promulgated by the State Council on January 29, 1996, which took effect on April 1, 1996 and was subsequently amended on January 14, 1997 and August 5, 2008 and the Administrative Regulations on Foreign Exchange Settlement, Sales and Payment which was promulgated by the People’s Bank of China, or the PBOC, on June 20, 1996 and took effect on July 1, 1996.
The CNNIC issued the Measures of the China Internet Network Information Center for the Resolution of Country Code Top-Level Domain Name Disputes on September 9, 2014, which took effect on November 21, 2014, pursuant to which domain name disputes shall be accepted and resolved by the dispute resolution service providers as accredited by the CNNIC. 57 Regulations Relating to Foreign Exchange The principal regulations governing foreign currency exchange in China are the Administrative Regulations on Foreign Exchange of the People’s Republic of China, or the Foreign Exchange Administrative Regulation, which was promulgated by the State Council on January 29, 1996, which took effect on April 1, 1996 and was subsequently amended on January 14, 1997 and August 5, 2008 and the Administrative Regulations on Foreign Exchange Settlement, Sales and Payment which was promulgated by the People’s Bank of China, or the PBOC, on June 20, 1996 and took effect on July 1, 1996.
As a result, Sichuan Ausheet and Nanjing Oni hold 20% and 52% of shares of Sichuan Auniu, respectively. 36 On March 28, 2024, the Company convened its extraordinary general meeting of shareholders, during which the shareholders of the Company adopted resolutions approving all of the proposals considered at the meeting.
On March 28, 2024, the Company convened its extraordinary general meeting of shareholders, during which the shareholders of the Company adopted resolutions approving all of the proposals considered at the meeting.
As a result, the sales of display modules for automotive displays were adversely impacted. Commercial LCD Display Our display modules used in commercial LCD displays range from 32.0 inches to 104.0 inches.
Commercial LCD Display Our display modules used in commercial LCD displays range from 32.0 inches to 104.0 inches.
As discussed above, the demand for consumer electronics including TVs, monitors, and entertainment devices has been reduced due to market saturation during the early stages of the pandemic. This has resulted in a decline in our sales of display modules during the year ended September 30, 2022, compared to the previous year.
As discussed above, the demand for consumer electronics including TVs, monitors, and entertainment devices has been reduced due to market saturation during the early stages of the pandemic. The consumer electronics market has not recovered from the downturn.
Following the increase in share capital of Sichuan Auniu and the share subscription, Sichuan Ausheet and Nanjing Oni hold 40% and 34.5% of shares of Sichuan Auniu, respectively. On November 26, 2024, the Company convened its extraordinary general meeting of shareholders, during which the shareholders of the Company adopted resolutions approving all of the proposals considered at the meeting.
Following the increase in share capital of Sichuan Auniu and the share subscription, Sichuan Ausheet and Nanjing Oni hold 40% and 34.5% of shares of Sichuan Auniu, respectively.
We expect to reached 50% of the monthly designed production capacity at the year end of 2025. 60 As of September 30, 2024, our principal manufacturing sites were located in the PRC. The following table sets forth certain information relating to our principal facilities as of September 30, 2024.
The following table sets forth certain information relating to our principal facilities as of September 30, 2025.
Our new Phase II factory for production and sales of polarizers and other liquid crystal film materials is located in Chengdu City, Sichuan Province, As of the date of this annual report, construction of the factory has been completed and will commence production of the OLED displays at the factory in 2025.
This capacity may be adjusted due to factors such as product mix, technological innovation, and production efficiency improvements. Our new Phase II factory in Chengdu, Sichuan Province, focuses on the production and sales of polarizers and other liquid crystal film materials.
Removed
As of September 30, 2024, the consumer electronics market had not rebounded from its downturn, and consumer electronics sales continue to show a downward trend. It indicates ongoing challenges in market demand and conservative consumer behavior. Automotive Display Our display modules used in automobiles range from 7.8 inches to 13.3 inches in wide formats.
Added
On November 18, 2024, the Company entered into a securities purchase agreement with an investor, pursuant to which the Company sold 1,623,376 Class A Ordinary Shares (162,338 Class A Ordinary Shares following the 2024 Reverse Share Split, and 6,494 Class A Ordinary Shares following the 2025 Reverse Share Split) for a total amount of $300,000, which was determined at a 30% discount to the average closing price of the Class A Ordinary Shares for the ten consecutive trading days immediately preceding the date of the securities purchase agreement.
Removed
For the years ended September 30, 2024, 2023 and 2022, we achieved sales of polarizers of $12,137,669, $27,526,662 and $62,709,731, respectively.
Added
The shares were registered pursuant to a prospectus supplement to the Company’s currently effective registration statement on F-3 (File No. 333-279177) on November 19, 2024.
Removed
As the year end of 2024, the sales of the Pintura products on domestic e-commerce platforms had already ranked among the top three and we will devote more effort on overseas markets by the end of the calendar year of 2024. We believe the sales will has a significant growth in 2025.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

106 edited+72 added−59 removed145 unchanged
Biggest changeThe adjustments for changes in working capital mainly included: (i) decrease in accounts receivable of approximately $18.37 million due to the collection of accounts receivable balance from our major customers; (ii) decrease in accounts payable of approximately $10.51 million due to the significant decrease in sales during the year ended September 30, 2022; (iii) decrease in inventory of approximately $1.60 million due to the significant decrease in sales during the year ended September 30, 2022; (iv) decrease in advance from customers of approximately $2.89 million due to the significant decrease in sales during the year ended September 30, 2022; and (v) decrease in advance to suppliers of approximately $0.33 million due to the significant decrease in sales during the year ended September 30, 2022. 73 Investing Activities: Net cash used in investing activities was approximately $1.39 million for the year ended September 30, 2024, primarily attributable to the addition of property, plant and equipment during the year with an approximate amount of $2.42 million, the addition of long-term equity investments during the year, with an approximate amount of $0.54 million dollars, as well as the addition of intangible assets from our continuous research and development process during the year with an approximate amount of $0.01 million, and partially offset by cash received from disposal of property, plant and equipment of $0.50 million.
Biggest changeNet cash used in investing activities was approximately $1.39 million for the year ended September 30, 2024, primarily attributable to the addition of property, plant and equipment during the year with an approximate amount of $2.42 million, the addition of long-term equity investments during the year, with an approximate amount of $0.54 million dollars, as well as the addition of intangible assets from our continuous research and development process during the year with an approximate amount of $0.01 million, and partially offset by cash received from disposal of property, plant and equipment of $0.50 million.
Financing Activities: Net cash provided by financing activities was approximately $6.74 million for the year ended September 30, 2024, primarily attributable to the proceeds from bank borrowings of approximately $25.21 million, proceeds from third-party borrowings of approximately $3.43 million, and proceeds from related-party borrowings of approximately $11.24 million, and offset by repayments to bank borrowings of approximately $25.62 million, repayments to third-party borrowings of approximately $2.47 million, and repayment to related party loans of approximately $10.02 million.
Net cash provided by financing activities was approximately $6.74 million for the year ended September 30, 2024, primarily attributable to the proceeds from bank borrowings of approximately $25.21 million, proceeds from third-party borrowings of approximately $3.43 million, and proceeds from related-party borrowings of approximately $11.24 million, and offset by repayments to bank borrowings of approximately $25.62 million, repayments to third-party borrowings of approximately $2.47 million, and repayment to related party loans of approximately $10.02 million.
We launched a crowdfunding campaign for Pintura wireless photo transmission system products in the United States in March 2024, and raised nearly $100,000 on a crowdfunding platform by June 2024.
We launched a crowdfunding campaign for Pintura wireless photo transmission system products in the United States in March 2024, and raised nearly $100,000 on a crowdfunding platform by June 2024.
GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes.
GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes.
For the Years Ended September 30 2024 2023 Revenue Category Sales of display modules $ 17,212,669 $ 26,564,813 Sales of polarizers 11,686,345 26,689,386 Others 1,877,905 2,217,898 Total $ 30,776,919 $ 55,472,097 Gross Margin Sales of display modules 5.1 % 4.4 % Sales of polarizers 3.7 % 3.0 % Others 13.8 % (0.6 )% Total Gross Margin 5.2 % 3.6 % 67 Cost of sales decreased by approximately $24.70 million or 45%, to approximately $30.78 million for the year ended September 30, 2024 from approximately $55.47 million for the year ended September 30, 2023.
For the Years Ended September 30 2024 2023 Revenue Category Sales of display modules $ 17,212,669 $ 26,564,813 Sales of polarizers 11,686,345 26,689,386 Others 1,877,905 2,217,898 Total $ 30,776,919 $ 55,472,097 Gross Margin Sales of display modules 5.1 % 4.4 % Sales of polarizers 3.7 % 3.0 % Others 13.8 % (0.6 )% Total Gross Margin 5.2 % 3.6 % Cost of sales decreased by approximately $24.70 million or 45%, to approximately $30.78 million for the year ended September 30, 2024 from approximately $55.47 million for the year ended September 30, 2023.
September 30, 2024 September 30, 2023 Country/Region Sales Amount (In USD) As % of Sales Sales Amount (In USD) As % of Sales Mainland China $ 29,956,914 92 % $ 52,121,372 91 % Hong Kong and Taiwan 2,395,542 7 % 5,404,328 9 % Others 110,757 1 % - - % Total $ 32,463,213 100 % $ 57,525,700 100 % Cost of sales The following table presents cost of sales by product and service categories for the years ended September 30, 2024 and 2023, respectively.
September 30, 2024 September 30, 2023 Country/Region Sales Amount (In USD) As % of Sales Sales Amount (In USD) As % of Sales Mainland China $ 29,956,914 92 % $ 52,121,372 91 % Hong Kong and Taiwan 2,395,542 7 % 5,404,328 9 % Others 110,757 1 % - - % Total $ 32,463,213 100 % $ 57,525,700 100 % 76 Cost of sales The following table presents cost of sales by product and service categories for the years ended September 30, 2024 and 2023, respectively.
For the years ended September 30, 2024 and 2023, revenue generated from sales of the display modules accounted for 56% and 48% of our total revenues, respectively. 66 For the years ended September 30, 2024 and 2023, revenue generated from the polarizers were approximately $12.14 million and $27.53 million, respectively, representing a substantial decrease of approximately $15.39 million or 56%.
For the years ended September 30, 2024 and 2023, revenue generated from sales of the display modules accounted for 56% and 48% of our total revenues, respectively. For the years ended September 30, 2024 and 2023, revenue generated from the polarizers were approximately $12.14 million and $27.53 million, respectively, representing a substantial decrease of approximately $15.39 million or 56%.
Yin received a bachelor’s degree in Radio Technology from Southeast University in China in 1989. Xiaodong Zhai has served as our Chief Technology Officer since June 2021. Mr. Zhai has served as the research and development director of Jiangsu Austin since May 2015 and is in charge of research and development and production of Jiangsu Austin.
Yin received a bachelor’s degree in Radio Technology from Southeast University in China in 1989. 85 Xiaodong Zhai has served as our Chief Technology Officer since June 2021. Mr. Zhai has served as the research and development director of Jiangsu Austin since May 2015 and is in charge of research and development and production of Jiangsu Austin.
Ling and Jiangsu Austin entered into a standard labor contract prescribed by the Nanjing Labor and Social Security Bureau. Pursuant to the labor contract, Mr. Ling serves as chief operating officer of Jiangsu Austin for an indefinite term, subject to certain exceptions provided under the PRC Labor Contract Law. Mr.
Ling and Jiangsu Austin entered into a standard labor contract prescribed by the Nanjing Labor and Social Security Bureau. Pursuant to the labor contract, Mr. Ling serves as chief operating officer of Jiangsu Austin for an indefinite term, subject to certain exceptions provided under the PRC Labor Contract Law. 87 Mr.
To a lesser extent, our gross margins and selling prices can also be impacted by the prices of other raw materials, transportation and labor. 64 ● Price Fluctuations Due to Cyclical Market Condition - The display panel industry in general is characterized by cyclical market conditions.
To a lesser extent, our gross margins and selling prices can also be impacted by the prices of other raw materials, transportation and labor. ● Price Fluctuations Due to Cyclical Market Condition - The display panel industry in general is characterized by cyclical market conditions.
Xie received a bachelor’s degree in Accounting from China Central Radio and TV Virtual University in 1998. 79 Xiaohong Yin has served as our director since June 2020. Mr.
Xie received a bachelor’s degree in Accounting from China Central Radio and TV Virtual University in 1998. Xiaohong Yin has served as our director since June 2020. Mr.
He was an asset manager at Guangzhou Yuexiu Financial Leasing, a financial leasing company, from September 2014 to June 2015 and a senior associate at PricewaterhouseCoopers in Guangzhou, China from September 2008 to August 2014. Mr.
He was an asset manager at Guangzhou Yuexiu Financial Leasing, a financial leasing company, from September 2014 to June 2015 and a senior associate at PricewaterhouseCoopers in Guangzhou, China from September 2008 to August 2014.
However, it’s important to note that future supply chain disruptions, market demand fluctuations, policy uncertainties, international relations, or new epidemic outbreaks could negatively impact our operational results and financial conditions. 78 Item 5.E. Critical Accounting Estimates The preparation of the consolidated financial statements in conformity with U.S.
However, it’s important to note that future supply chain disruptions, market demand fluctuations, policy uncertainties, international relations, or new epidemic outbreaks could negatively impact our operational results and financial conditions. 84 Item 5.E. Critical Accounting Estimates The preparation of the consolidated financial statements in conformity with U.S.
As a result, we expect returns to be minimal. 76 Research and Development Costs Research and development activities are directed toward the development of new products as well as improvements in existing processes. These costs, which primarily include salaries, contract services and supplies, are expensed as incurred. Inventories Inventories are stated at the lower of cost or net realizable value.
As a result, we expect returns to be minimal. 82 Research and Development Costs Research and development activities are directed toward the development of new products as well as improvements in existing processes. These costs, which primarily include salaries, contract services and supplies, are expensed as incurred. Inventories Inventories are stated at the lower of cost or net realizable value.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. 6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. Not applicable. 86 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 7.A. Major Shareholders See “ Item 6. Directors, Senior Management and Employees – E.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. 6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. Not applicable. 92 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 7.A. Major Shareholders See “ Item 6. Directors, Senior Management and Employees – E.
Yun Tan, each an immediate family member of Mr. Ling, provided working capital for our operations as needed and were paid back from time to time during these periods. These advances were unsecured, interest free and due upon demand. During the years ended September 30, 2024, 2023 and 2022, Ms.
Yun Tan, each an immediate family member of Mr. Ling, provided working capital for our operations as needed and were paid back from time to time during these periods. These advances were unsecured, interest free and due upon demand. During the years ended September 30, 2025, 2024 and 2023, Ms.
Furthermore, we distribute various sizes of display products through business-to-business (B2B) offline channels and business-to-consumer (B2C) online channels such as Tmall flagship store, JD.com and Douyin online stores and are currently developing Pintura, our new IoT display products. In 2025, we anticipate expanding our offerings to include software services related to our IoT display products.
Furthermore, we distribute various sizes of display products through business-to-business (B2B) offline channels and business-to-consumer (B2C) online channels such as Tmall flagship store, JD.com and Douyin online stores and are currently developing Pintura, our new IoT display products. In 2026, we anticipate expanding our offerings to include software services related to our IoT display products.
Given the seasonal trends in our business and the cyclical nature of our industry, coupled with the lingering impact of the pandemic on demand, we anticipate a gradual recovery of market demand starting from the second quarter of 2025. This recovery is expected to enhance the sales of our display modules and polarizers in the subsequent 12 to 18 months.
Given the seasonal trends in our business and the cyclical nature of our industry, coupled with the lingering impact of the pandemic on demand, we anticipate a gradual recovery of market demand starting from the second quarter of 2026. This recovery is expected to enhance the sales of our display modules and polarizers in the subsequent 12 to 18 months.
Intellectual Property We currently hold a total of 104 PRC patents including patents for TFT-LCD and OLED display module manufacturing processes, display module product structures and applications, TFT-LCD and OLED polarizer manufacturing processes and applications. These patents will expire at various dates upon the expiration of their respective terms ranging from 2024 to 2041.
Intellectual Property We currently hold a total of 156 PRC patents including patents for TFT-LCD and OLED display module manufacturing processes, display module product structures and applications, TFT-LCD and OLED polarizer manufacturing processes and applications. These patents will expire at various dates upon the expiration of their respective terms ranging from 2024 to 2041.
A copy of the Clawback Policy has been filed herewith as Exhibit 97.1. 82 6.C. Board Practices Our board of directors consists of five directors, including two executive directors and three independent directors. We have also established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee.
A copy of the Clawback Policy has been filed herewith as Exhibit 97.1. 88 6.C. Board Practices Our board of directors consists of five directors, including two executive directors and three independent directors. We have also established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee.
Although there were no material changes made to the accounting estimates and assumptions in the past three years, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances.
Although there was no material changes made to the accounting estimates and assumptions in the past three years, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances.
We may also terminate the executive officer’s employment without cause immediately and without prior written notice upon the removal of the executive officer pursuant to the exercise of any power contained in the Third Amended and Restated Memorandum and Articles of Association of the Company or upon 30 days’ advance written notice.
We may also terminate the executive officer’s employment without cause immediately and without prior written notice upon the removal of the executive officer pursuant to the exercise of any power contained in the Fifth Amended and Restated Memorandum and Articles of Association of the Company or upon 30 days’ advance written notice.
The office of a director will be vacated automatically if, among other things, the directors resign in writing, becomes bankrupt or makes any arrangement or composition with his/her creditors generally or is found to be or becomes of unsound mind. 84 6.D.
The office of a director will be vacated automatically if, among other things, the directors resign in writing, becomes bankrupt or makes any arrangement or composition with his/her creditors generally or is found to be or becomes of unsound mind. 90 6.D.
We believe that effective research and development is essential to maintaining our competitive position in the market. We conduct research and development primarily internally and through collaborations with various universities. We spend approximately 5% of revenue each year on our research and development activities.
We believe that effective research and development is essential to maintaining our competitive position in the market. We conduct research and development primarily internally and through collaborations with various universities. We spend approximately 6% of revenue each year on our research and development activities.
Xiaohong Yin, our director and shareholder, made unsecured, interest for 4% and due-on-demand advances to us for working capital purposes during the years ended September 30, 2024, 2023 and 2022, and we made repayments to Mr. Ling and Mr. Yin periodically.
Xiaohong Yin, our director and shareholder, made unsecured, interest for 4% and due-on-demand advances to us for working capital purposes during the years ended September 30, 2025, 2024 and 2023, and we made repayments to Mr. Ling and Mr. Yin periodically.
Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations. 75 Use of Estimates The preparation of the consolidated financial statements in conformity with U.S.
Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations. 81 Use of Estimates The preparation of the consolidated financial statements in conformity with U.S.
Subsequently on November 19, 2024, the Company and the investor entered into a supplemental agreement to the securities purchase agreement pursuant to which the shares to be sold remained at 1,623,376 (162,338 Class A Ordinary Shares following the Reverse Share Split).
Subsequently on November 19, 2024, the Company and the investor entered into a supplemental agreement to the securities purchase agreement pursuant to which the shares to be sold remained at 1,623,376 (162,338 Class A Ordinary Shares following the 2024 Reverse Share Split, and 6,494 Class A Ordinary Shares following the 2025 Reverse Share Split).
In addition, we have introduced Pintura wireless photo transmission system products in China since mid-February 2024 through different sales channels, including traditional e-commerce platforms, new media business, and domestic offline stores. We plan to expand Pintura wireless photo transmission system products’ presence on more e-commerce platforms and enter European and other international markets in 2025.
In addition, we have introduced Pintura wireless photo transmission system products in China since mid-February 2024 through different sales channels, including traditional e-commerce platforms, new media business, and domestic offline stores. We expanded Pintura wireless photo transmission system products’ presence on more e-commerce platforms and enter European and other international markets in 2025.
Such estimates include, but are not limited to, allowances for doubtful accounts, inventory valuation, useful lives of property, plant and equipment, intangible assets, and income taxes related to realization of deferred tax assets and uncertain tax position. Actual results could differ from those estimates. ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 6.A.
Such estimates include, but are not limited to, allowances for credit losses, inventory valuation, useful lives of property, plant and equipment, intangible assets, and income taxes related to realization of deferred tax assets and uncertain tax position. Actual results could differ from those estimates. ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 6.A.
We have adopted a charter for each of the three committees. Each of the committees of our board of directors shall have the composition and responsibilities described below. Audit Committee Messrs. Mein, Wong and He serve as members of our Audit Committee with Mr. He serving as the chairman of the Audit Committee.
We have adopted a charter for each of the three committees. Each of the committees of our board of directors shall have the composition and responsibilities described below. Audit Committee Mein, Cui and He serve as members of our Audit Committee with Mr. He serving as the chairman of the Audit Committee.
In addition, we have introduced Pintura wireless photo transmission system products in China since mid-February 2024 through different sales channels, including traditional e-commerce platforms, new media business, and domestic offline stores. We plan to expand Pintura wireless photo transmission system products’ presence on more e-commerce platforms and enter European and other international markets.
In addition, we have introduced Pintura wireless photo transmission system products in China since mid-February 2024 through different sales channels, including traditional e-commerce platforms, new media business, and domestic offline stores. We expanded Pintura wireless photo transmission system products’ presence on more e-commerce platforms and enter European and other international markets.
The reserved amounts as determined pursuant to PRC statutory laws totaled $1,497,772, $1,497,771 and $1,496,314 as of and September 30, 2024, 2023 and 2022, respectively. Item 5.C. Research and Development, Patents and Licenses, etc. The display panel industry is subject to rapid technological changes.
The reserved amounts as determined pursuant to PRC statutory laws totaled $1,497,772, $1,497,772 and $1,497,771 as of and September 30, 2025, 2024 and 2023, respectively. Item 5.C. Research and Development, Patents and Licenses, etc. The display panel industry is subject to rapid technological changes.
Off-balance Sheet Commitments and Arrangements There were no off-balance sheet arrangements for the year ended September 30, 2024 and 2023 that have or that in the opinion of management are likely to have, a current or future material effect on our consolidated financial condition or results of operations.
Off-balance Sheet Commitments and Arrangements There was no off-balance sheet arrangements for the year ended September 30, 2025 and 2024 that have or that in the opinion of management are likely to have, a current or future material effect on our consolidated financial condition or results of operations.
For the Years Ended September 30, 2023 and 2022 The following table summarizes the results of our operations for the years ended September 30, 2023and 2022, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.
For the Years Ended September 30, 2024 and 2023 The following table summarizes the results of our operations for the years ended September 30, 2024 and 2023, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.
Our capital expenditures amounted to $2.44 million for the year ended September 30, 2024, and $7.50 million for the year ended September 30, 2023.
Our capital expenditures amounted to $7.50 million for the year ended September 30, 2025, and $2.44 million for the year ended September 30, 2024.
Such estimates include, but are not limited to, allowances for doubtful accounts, inventory valuation, useful lives of property, plant and equipment, intangible assets, and income taxes related to realization of deferred tax assets and uncertain tax position. Actual results could differ from those estimates.
Such estimates include, but are not limited to, allowances for credit losses, inventory valuation, useful lives of property, plant and equipment, intangible assets, and income taxes related to realization of deferred tax assets and uncertain tax position. Actual results could differ from those estimates.
The offering price for such shares varies depending on the day that the accredited investor sells all or a portion of the Shares and, for any shares sold on a given day, is equal to 50% of the VWAP of the trading day following such sale. The investor received the shares on December 5, 2024.
The offering price for such shares varies depending on the day that the accredited investor sells all or a portion of the Shares and, for any shares sold on a given day, is equal to 50% of the volume-weighted average price of the trading day following such sale. The investor received the shares on December 5, 2024.
We also have 13 pending patent applications in China. In addition, we hold 25 software copyrights relating to our module manufacturing process control and display control and five trademarks for our brand name “Ostin”, “Zhipingtai.”, “OSPERI”, “Pintura” and “Xiaoxianping”.
We also have 20 pending patent applications in China. In addition, we hold 27 software copyrights relating to our module manufacturing process control and display control and five trademarks for our brand name “Ostin”, “Zhipingtai.”, “OSPERI”, “Pintura” and “Xiaoxianping”.
Compensation Committee Messrs. Wong and Mein serve as members of our Compensation Committee with Mr. Wong serving as the chairman of the Compensation Committee. All of our Compensation Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act.
Compensation Committee Mein, Cui and He serve as members of our Compensation Committee with Mr. Cui serving as the chairman of the Compensation Committee. All of our Compensation Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act.
Mein and He serve as members of our Nominating and Corporate Governance Committee, with Mr. Mein serving as the chairman of the Nominating and Corporate Governance Committee. All of our Nominating and Corporate Governance Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act.
Mein serving as the chairman of the Nominating and Corporate Governance Committee. All of our Nominating and Corporate Governance Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act.
As of September 30, 2024 our research and development department had a total of 21 employees, of which 19% have a master’s degree or higher. 77 The following are examples of products and technologies that have been developed through our research and development activities in recent years: To strengthen our technology leadership and improve our competitiveness, we have focused on diversifying the use of our products to new industries, such as automotive, outdoor media, public education, and IoT terminals.
As of September 30, 2025 our research and development department had a total of 22 employees, of which 18% have a master’s degree or higher. 83 The following are examples of products and technologies that have been developed through our research and development activities in recent years: To strengthen our technology leadership and improve our competitiveness, we have focused on diversifying the use of our products to new industries, such as automotive, outdoor media, public education, and IoT terminals.
The average interest rates were 3.63% and 4.03% for the outstanding bank loans as of September 30, 2024 and September 30, 2023, respectively. 74 We do not have any amounts committed to be provided by our related parties. After deducting the total expenses, we received net proceeds of approximately $12,409,022 from our initial public offering.
The average interest rates were 3.29% and 3.63% for the outstanding bank loans as of September 30, 2025 and September 30, 2024, respectively. 80 We do not have any amounts committed to be provided by our related parties. After deducting the total expenses, we received net proceeds of approximately $12,409,022 from our initial public offering.
Mein has operated Mein Executive Group, an independent recruiting and business development firm, since 2015, where he serves as the President. From September 2017 to July 2019, Mr. Mein served as the Vice President of Worldwide Sales for DustPhotonics, Inc., a manufacturer of optical transceivers and components. From July 2015 to July 2017, Mr.
John Carl Mein has served as our director since April 2022. Mr. Mein has operated Mein Executive Group, an independent recruiting and business development firm, since 2015, where he serves as the President. From September 2017 to July 2019, Mr. Mein served as the Vice President of Worldwide Sales for DustPhotonics, Inc., a manufacturer of optical transceivers and components.
Tan in the amount of $0, $178,180, and $182,751, respectively. During the years 2024, 2023 and 2022, Mr. Tao Ling and Zhong Shi and Jing Ling, each an immediate family member of Mr. Ling, guaranteed and pledged certain personal assets for our bank loans.
Tan in the amount of $0, $0 and $178,180, respectively. During the years 2025, 2024 and 2024, Mr. Tao Ling and Zhong Shi and Jing Ling, each an immediate family member of Mr. Ling, guaranteed and pledged certain personal assets for our bank loans.
Mein served as the Vice President of Business Development for Petzila, Inc., an IoT startup company designing, building, and selling a remote treatcam for home pets, where he was responsible for fundraising, business development, and sales channel development. From July 2013 to July 2015, Mr. Mein was an independent sales consultant for Miller Heiman Group.
From July 2015 to July 2017, Mr. Mein served as the Vice President of Business Development for Petzila, Inc., an IoT startup company designing, building, and selling a remote treatcam for home pets, where he was responsible for fundraising, business development, and sales channel development. From July 2013 to July 2015, Mr.
We retain the possibility of restarting this program in the future. ; As required by the laws of the PRC, we participate in various employee social security plans that are organized by municipal and provincial governments for our PRC-based full-time employees, including pension, unemployment insurance, childbirth insurance, work-related injury insurance and medical insurance.
As required by the laws of the PRC, we participate in various employee social security plans that are organized by municipal and provincial governments for our PRC-based full-time employees, including pension, unemployment insurance, childbirth insurance, work-related injury insurance and medical insurance.
From January 2009 to June 2013, Mr. Mein was the Vice President of Worldwide Sales for OneChip Photonics, where he was responsible for managing sales into the optical communications vertical market for fiber to the home and data center connectivity. Prior to 2009, Mr.
Mein was an independent sales consultant for Miller Heiman Group. From January 2009 to June 2013, Mr. Mein was the Vice President of Worldwide Sales for OneChip Photonics, where he was responsible for managing sales into the optical communications vertical market for fiber to the home and data center connectivity. Prior to 2009, Mr.
Our ability to generate sufficient cash flows from our operating activities is primarily dependent on our sales of display modules and polarizers to our customers at margins sufficient to cover fixed and variable expenses. As of September 30, 2024 and September 30, 2023, we had cash and cash equivalents of $1,339,491 and $1,157,424, respectively.
Our ability to generate sufficient cash flows from our operating activities is primarily dependent on our sales of display modules and polarizers to our customers at margins sufficient to cover fixed and variable expenses. As of September 30, 2025 and September 30, 2024, we had cash and cash equivalents of $5,385,139 and $1,339,491, respectively.
(2) Based on 1,881,616 Class A Ordinary Shares issued and outstanding as of the date of this annual report. (3) Tao Ling, our Chief Executive Officer and Chairman, is the sole shareholder and director of SHYD Investment Management Limited, a British Virgin Islands corporation, and exercises voting and dispositive power of the securities held by SHYD Investment Management Limited.
(3) Based on 28,000 Class B Ordinary Shares issued and outstanding as of the date of this annual report. (4) Tao Ling, our Chief Executive Officer and Chairman, is the sole shareholder and director of SHYD Investment Management Limited, a British Virgin Islands corporation, and exercises voting and dispositive power of the securities held by SHYD Investment Management Limited.
However, as of the date of this report, the Company has only received gross proceeds in the amount of approximately $60,000, prior to deducting transaction fees and estimated expenses.
However, as of the date of this annual report, the Company has only received gross proceeds in the amount of approximately $60,000, prior to deducting transaction fees and estimated expenses. The proceeds were used for daily operation.
Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws. 85 As of the date of this annual report, we had 1,881,616 Class A Ordinary Shares and 200,000 Class B Ordinary Shares.
Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws. 91 As of the date of this annual report, we had 5,963,920 Class A Ordinary Shares and 28,000 Class B Ordinary Shares.
Employees As of September 30, 2024, 2023 and 2022, we had 243, 226, and 256 full-time employees, respectively, of which 126, 51, and 96 were outsourced workers, respectively, accounting for 52%, 22.6%, and 37.5% of our total workforce. The following table provides a breakdown of our employees by function as of September 30, 2024.
Employees As of September 30, 2025, 2024 and 2023, we had 352, 243, and 226 full-time employees, respectively, of which 221, 126, and 51 were outsourced workers, respectively, accounting for 62%, 52%, and 22.6% of our total workforce. The following table provides a breakdown of our employees by function as of September 30, 2025.
As of September 30, 2024, 2023 and 2022, a total of $3,280,746, $10,964,912, and $5,215,436 of bank loans were pledged by the personal assets owned by Mr. Ling, Mr. Shi and Ms. Ling. No guarantee fee was charged by Mr. Ling, Mr. Shi or Ms. Ling for the guarantees during the years 2024, 2023 and 2022. 87 7.C.
As of September 30, 2025, 2024 and 2023, a total of $2,809,383, $3,280,746 and $10,964,912 of bank loans were pledged by the personal assets owned by Mr. Ling, Mr. Shi and Ms. Ling. No guarantee fee was charged by Mr. Ling, Mr. Shi or Ms. Ling for the guarantees during the years 2025, 2024 and 2023. 93 7.C.
However, due to market conditions and the operational status of the Company in 2023, this program has been temporarily suspended.
However, due to market conditions and the operational status of the Company in 2023, this program has been temporarily suspended. We retain the possibility of restarting this program in the future.
Gong extended loans in the aggregate amount of $85,585, $70,889, and,$305,194, and Ms. Tan extended loans in the aggregate amount of $0, $141,778, and $0, to us, respectively. As of September 30, 2024, 2023 and 2022, we had outstanding loans payable to Ms. Gong in the amount of $156,905, $68,531, and $295,213, and to Ms.
Gong extended loans in the aggregate amount of $531,023, $85,585 and $70,889, and Ms. Tan extended loans in the aggregate amount of $0, $0 and $141,778, to us, respectively. As of September 30, 2025, 2024 and 2023, we had outstanding loans payable to Ms. Gong in the amount of $386,290, $156,905 and $68,531, and to Ms.
The Loan has an interest of one percent per annum. Key Factors Affecting Our Results Our results are primarily derived from the sales of display modules and polarizers to display manufacturers, end-brand customers or their system integrators in China, Hong Kong and Taiwan.
Key Factors Affecting Our Results Our results are primarily derived from the sales of display modules and polarizers to display manufacturers, end-brand customers or their system integrators in China, Hong Kong and Taiwan.
The disposal is related to cutting maintenance cost of idle machinery, equipment, and transportation, and thus improving the production efficiency after the disposal. Other income (expenses) Other income (expenses) was approximately $0.74 million for the year ended September 30, 2023, which primarily consisted of government subsidies of approximately $0.77 million.
The disposal is related to cutting maintenance cost of idle machinery, equipment, and transportation, and thus improving the production efficiency after the disposal. 74 Other income (expenses) Other income (expenses) was approximately $0.37 million for the year ended September 30, 2025, which primarily consisted of indemnity received from customers of approximately $0.28 million and government subsidies of approximately 0.09 million.
By implementing effective cost management strategies, the Company has successfully reduced administrative expenses, resulting in a noticeable decrease in G&A expenses. 71 Research and development expenses Our research and development expenses were approximately $2.78 million and $2.52 million for the years ended September 30, 2023 and 2022, respectively.
By implementing effective cost management strategies, the Company has successfully reduced administrative expenses, resulting in a noticeable decrease in G&A expenses. Research and development expenses Our research and development expenses were approximately $2.5 million and $1.70 million for the years ended September 30, 2025 and 2024, respectively.
He has served as a director for reporting and disclosure of Viomi Technology Co., Ltd. (Nasdaq: VIOT), a leading provider of smart home products and services in China, from May to August 2020, where he was in charge of financial reporting and disclosure. From December 2018 to January 2020, Mr.
(Nasdaq: VIOT), a leading provider of smart home products and services in China, from May to August 2020, where he was in charge of financial reporting and disclosure. From December 2018 to January 2020, Mr.
He received a Graduate Diploma in Professional Accountancy from Unitec Institute of Technology in Auckland, New Zealand and a bachelor’s degree in business administration (financial management) from Jinan University in China. Mr. He is a CPA in China and the United States.
Mr., He received a Graduate Diploma in Professional Accountancy from Unitec Institute of Technology in Auckland, New Zealand and a bachelor’s degree in business administration (financial management) from Jinan University in China. Mr. He is a CPA in China and the United States. Rongguo Cui has served as our director since December 2025. Mr.
As of September 30, 2023, we had a total of 16 outstanding short-term loans and 3 outstanding long-term loans provided by banks, with an aggregate principal amount of RMB129,000,000, or approximately $17.68 million.
As of September 30, 2025, we had a total of 14 outstanding short-term loans and 3 outstanding long-term loans provided by banks, with an aggregate principal amount of RMB123,500,000, or approximately $17.35 million.
Our Compensation Committee is responsible for overseeing and making recommendations to our board of our directors regarding the salaries and other compensation of our executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and practices. 83 Nominating and Corporate Governance Committee Messrs.
Our Compensation Committee is responsible for overseeing and making recommendations to our board of our directors regarding the salaries and other compensation of our executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and practices. 89 Nominating and Corporate Governance Committee Mein, Cui and He serve as members of our Nominating and Corporate Governance Committee, with Mr.
Tao Ling, none of our major shareholders have differing voting rights. To our knowledge, we are not directly owned or controlled by any other corporation other than the entities stated above, any foreign government, or any other natural or legal person(s) other than the natural or legal persons stated above, whether severally or jointly.
To our knowledge, we are not directly owned or controlled by any other corporation other than the entities stated above, any foreign government, or any other natural or legal person(s) other than the natural or legal persons stated above, whether severally or jointly.
Yin.As of September 30, 2023, we had outstanding amounts of $0, and $1,710,347, respectively, due to Mr. Ling and Mr. Yin. As of September 30, 2022, we had no outstanding amount due to or due from Mr. Ling or Mr. Yin. During the years ended September 30, 2024, 2023 and 2022, Ms. Bozhen Gong and Ms.
As of September 30, 2024, we had outstanding amounts of $263,886, and $1,511,996, respectively, due to Mr. Ling and Mr. Yin. As of September 30, 2023, we had outstanding amounts of $0, and $1,710,347, respectively, due to Mr. Ling and Mr. Yin. During the years ended September 30, 2025, 2024 and 2023, Ms. Bozhen Gong and Ms.
General and administrative expenses General and administrative (“G&A”) expenses decreased by approximately $0.31 million, or 4%, to approximately $7.34 million for the year ended September 30, 2023 as compared to approximately $7.65 million for the year ended September 30, 2022. The decrease in G&A expenses was attributed to the Company’s efforts in controlling expenditure growth and avoiding unnecessary costs.
General and administrative expenses General and administrative (“G&A”) expenses decreased by approximately $0.58 million, or 8%, to approximately $6.99 million for the year ended September 30, 2025 as compared to approximately $7.57 million for the year ended September 30, 2024. The decrease in G&A expenses was attributed to the Company’s efforts in controlling expenditure growth and avoiding unnecessary costs.
(All amounts, other than percentages, are in U.S. dollars) For the Years Ended September 30, Variance 2024 2023 Amount Percentage Sales $ 32,463,213 $ 57,525,700 $ (25,408,997 ) (44 )% Cost of sales 30,776,919 55,472,097 25,044,701 (45 )% Gross profit $ 1,686,294 $ 2,053,603 $ (367,309 ) (18 )% Operating expenses: Selling and marketing expenses 2,046,551 2,385,663 (339,112 ) (14 )% General and administrative expenses 7,569,646 7,335,362 (211,062 ) (3 )% Research and development costs 1,700,578 2,783,008 (1,130,166 ) (41 )% (Gain) from disposal of property, plant and equipment (101,177 ) (194,526 ) 129,795 (67 )% Total operating expenses $ (11,215,598 ) $ (12,309,507 ) $ 1,550,545 (13 )% Operating (loss) income $ (9,529,304 ) $ (10,255,904 ) $ 1,186,248 (12 )% Other income (expenses): Interest income (expense), net (1,646,275 ) (1,273,010 ) (373,737 ) 29 % Other income (expenses), net 1,009,340 742,272 274,695 37 % Total other expenses, net $ (636,935 ) $ (530,738 ) $ (99,042 ) 19 % Loss before income taxes $ (10,166,239 ) $ (10,786,642 ) $ 1,087,206 (10 )% Income tax expense (23,152 ) (227,324 ) 204,172 (90 )% Net loss $ (10,189,391 ) $ (11,013,966 ) $ 1,291,378 (12 )% Sales The following table presents revenue by major product and service categories for the years ended September 30, 2024 and 2023, respectively.
(All amounts, other than percentages, are in U.S. dollars) For the Years Ended September 30, Variance 2024 2023 Amount Percentage Sales $ 32,463,213 $ 57,525,700 $ (25,062,487 ) (44 )% Cost of sales 30,776,919 55,472,097 (24,695,178 ) (45 )% Gross profit $ 1,686,294 $ 2,053,603 $ (367,309 ) (18 )% Operating expenses: Selling and marketing expenses 2,046,551 2,385,663 (339,112 ) (14 )% General and administrative expenses 7,569,646 7,335,362 234,284 3 % Research and development costs 1,700,578 2,783,008 (1,082,430 ) (39 )% Gain from disposal of property, plant and equipment (101,177 ) (194,526 ) 93,349 (48 )% Total operating expenses $ (11,215,598 ) $ (12,309,507 ) $ 1,093,909 (9 )% Operating (loss) income $ (9,529,304 ) $ (10,255,904 ) $ 726,600 (7 )% Other income (expenses): Interest income (expense), net (1,646,275 ) (1,273,010 ) (373,265 ) 29 % Other income (expenses), net 1,009,340 742,272 267,068 36 % Total other income (expenses), net $ (636,935 ) $ (530,738 ) $ (106,197 ) 20 % Income before income taxes $ (10,166,239 ) $ (10,786,642 ) $ 620,403 (6 )% Income tax provision (23,152 ) (227,324 ) 204,172 (90 )% Net income $ (10,189,391 ) $ (11,013,966 ) $ 824,575 (7 )% 75 Sales The following table presents revenue by major product and service categories for the years ended September 30, 2024 and 2023, respectively.
Additionally, for our executive officers, we paid RMB167,486 ($23,248) for the year ended September 30, 2024 in social insurance, provident fund and other social benefits. During the year ended September 30, 2023, we paid an aggregate of RMB2,351,452.04 ($333,383.24) to our executive officers and directors.
During the year ended September 30, 2024, we paid an aggregate of RMB2,938,354.9 ($407,861) to our executive officers and directors. Additionally, for our executive officers, we paid RMB167,486 ($23,248) for the year ended September 30, 2024 in social insurance, provident fund and other social benefits.
The adjustments for changes in working capital mainly included: (i) decrease in accounts receivable of approximately $1.81 million due to decline in the Company’s sales during the year ended September 30,2024; (ii) decrease in accounts payable of approximately $4.18 million mainly due to the decrease in material purchases during the year ended September 30, 2024; (iii) decrease in inventory of approximately $3.53 million due to the decrease in sales during the year ended September 30, 2024; (iv) decrease in advance from customers of approximately $0.17 million due to the significant decrease in sales during the year ended September 30, 2024; and (v) increase in advance to suppliers of approximately $0.97 million due to the purchase of new electronic raw material production equipment from suppliers during the year ended September 30, 2024. 72 Net cash used in operating activities for the year ended September 30, 2023 was approximately $2.59 million, which was primarily attributable to a net loss of approximately $(11.01) million, adjusted for non-cash items for approximately $3.96 million and adjustments for changes in working capital for approximately $4.46 million.
The adjustments for changes in working capital mainly included: (i) decrease in accounts receivable of approximately $1.81 million due to decline in the Company’s sales during the year ended September 30,2024; (ii) decrease in accounts payable of approximately $4.18 million mainly due to the decrease in material purchases during the year ended September 30, 2024; (iii) decrease in inventory of approximately $3.53 million due to the decrease in sales during the year ended September 30, 2024; (iv) decrease in advance from customers of approximately $0.17 million due to the significant decrease in sales during the year ended September 30, 2024; and (v) increase in advance to suppliers of approximately $0.97 million due to the purchase of new electronic raw material production equipment from suppliers during the year ended September 30, 2024.
General and administrative expenses General and administrative (“G&A”) expenses increased by approximately $0.23 million, or 3%, to approximately $7.57 million for the year ended September 30, 2024 as compared to approximately $7.34 million for the year ended September 30, 2023. The slight increase in G&A expenses was due to increase in the factory renovation expenses apportioned into administrative expenses.
General and administrative expenses General and administrative (“G&A”) expenses increased by approximately $0.23 million, or 3%, to approximately $7.57 million for the year ended September 30, 2024 as compared to approximately $7.34 million for the year ended September 30, 2023.
The significant decrease in revenues was primarily due to the decrease in sales of polarizers resulted from the decline of its market demand as more fully discussed below.
The increase in revenues was primarily due to the increase in sales of both polarizers and End-products resulted from the increase of its market demand as more fully discussed below.
Liquidity and Capital Resources Fiscal Year Ended September 30, 2024 2023 2022 Net cash (used in) provided by operating activities $ (4,942,567 ) $ (2,591,320 ) $ 9,698,283 Net cash used in investing activities (1,391,395 ) (6,990,948 ) (6,878,518 ) Net cash provided by financing activities 6,745,697 7,720,910 11,789 Effect of exchange rate changes on cash and cash equivalents (229,668 ) (788,138 ) 291,031 Net increase (decrease) in cash and cash equivalents $ 182,067 $ (2,649,496 ) $ 3,122,585 Cash and cash equivalents, beginning of year 1,157,424 3,806,920 684,335 Cash and cash equivalents, end of year $ 1,339,491 $ 1,157,424 $ 3,806,920 Operating Activities: Net cash used in operating activities for the year ended September 30, 2024 was approximately $4.94 million, which was primarily attributable to a net loss of approximately $(10.19) million, adjusted for non-cash items for approximately $5.55 million and adjustments for changes in working capital for approximately $0.30 million.
Liquidity and Capital Resources Fiscal Year Ended September 30, 2025 2024 2023 Net cash provided by (used in) operating activities $ 85,245 $ (4,942,567 ) $ (2,591,320 ) Net cash used in investing activities (7,287,983 ) (1,391,395 ) (6,990,948 ) Net cash provided by financing activities 10,947,422 6,745,697 7,720,910 Effect of exchange rate changes on cash and cash equivalents 300,964 (229,668 ) (788,138 ) Net increase (decrease) in cash and cash equivalents $ 4,045,648 $ 182,067 $ (2,649,496 ) Cash and cash equivalents, beginning of year 1,339,491 1,157,424 3,806,920 Cash and cash equivalents, end of year $ 5,385,139 $ 1,339,491 $ 1,157,424 Operating Activities: Net cash used in operating activities for the year ended September 30, 2025 was approximately $0.09 million, which was primarily attributable to a net loss of approximately $(10.31) million, adjusted for non-cash items for approximately $3.63 million and adjustments for changes in working capital for approximately $6.76 million.
On November 18, 2024, the Company entered into a securities purchase agreement with an investor, pursuant to which the Company sold 1,623,376 Class A Ordinary Shares (162,338 Class A Ordinary Shares following the Reverse Share Split) for a total amount of $300,000, which was determined at a 30% discount to the average closing price of the Class A Ordinary Shares for the ten consecutive trading days immediately preceding the date of the securities purchase agreement.
The Pintura wireless photo transmission system has undergone simultaneous hardware and software upgrades based on feedbacks from our current customers. 68 On November 18, 2024, the Company entered into a securities purchase agreement with an investor, pursuant to which the Company sold 1,623,376 Class A Ordinary Shares (162,338 Class A Ordinary Shares following the 2024 Reverse Share Split, and 6,494 Class A Ordinary Shares following the 2025 Reverse Share Split) for a total amount of $300,000, which was determined at a 30% discount to the average closing price of the Class A Ordinary Shares for the ten consecutive trading days immediately preceding the date of the securities purchase agreement.
We have also improved our research and development capabilities based on accumulated experience and expertise of new products research and development catering to our major end-brand clients and expanded certain product lines from trial production to mass production.
We have improved our research and development capabilities based on accumulated experience and expertise of new products research and development catering to our major end-brand clients and expanded certain product lines from trial production to mass production. We believe that IoT display products will gradually become one of our major products, and the sales proportion will increase gradually.
The adjustments for changes in working capital mainly included: (i) increase in accounts receivable of approximately $0.40 million due to delays in payment by customers after purchasing products or services, resulting in an increase in our accounts receivable balance; (ii) increase in accounts payable of approximately $0.26 million mainly due to the increase in material purchases at year-end fixed asset during the year ended September 30, 2023; (iii) decrease in inventory of approximately $0.03 million due to the decrease in sales during the year ended September 30, 2023; (iv) decrease in advance from customers of approximately $0.76 million due to the significant decrease in sales during the year ended September 30, 2023; and (v) decrease in advance to suppliers of approximately $4.61 million due to the decreased demand for raw materials resulted from the decreased sales and the effort to enhance the efficiency of our cash flows, we made less advance payments to our suppliers during the year ended September 30, 2023.
The adjustments for changes in working capital mainly included: (i) increase in accounts receivable of approximately $0.40 million due to delays in payment by customers after purchasing products or services, resulting in an increase in our accounts receivable balance; (ii) increase in accounts payable of approximately $0.26 million mainly due to the increase in material purchases at year-end fixed asset during the year ended September 30, 2023; (iii) decrease in inventory of approximately $0.3 million due to the decrease in sales during the year ended September 30, 2023; (iv) decrease in advance from customers of approximately $0.76 million due to the significant decrease in sales during the year ended September 30, 2023; and (v) decrease in advance to suppliers of approximately $4.61 million due to the decreased demand for raw materials resulted from the decreased sales and the effort to enhance the efficiency of our cash flows, we made less advance payments to our suppliers during the year ended September 30, 2023. 79 Investing Activities: Net cash used in investing activities was approximately $7.29 million for the year ended September 30, 2025, primarily attributable to the addition of property, plant and equipment during the year with an approximate amount of $7.2 million, as well as the addition of intangible assets from our continuous research and development process during the year with an approximate amount of $0.3 million, and partially offset by cash received from disposal of property, plant and equipment of $0.2 million.
Name Age Position with our Company Tao Ling 57 Chairman of the Board of Directors and Co-Chief Executive Officer Lai Kui Sen 48 Co-Chief Executive Officer and Director Qiaoyun Xie 52 Chief Financial Officer Xiaohong Yin 58 Director and Secretary Xiaodong Zhai 51 Chief Technology Officer Heung Ming Wong 55 Independent Director John Carl Mein 71 Independent Director Qiang He 40 Independent Director Tao Ling has served as our director since inception, our chairman of the board of directors and Chief Executive Officer since June 2020 and the Chairman of Jiangsu Austin since December 2010.
Name Age Position with our Company Tao Ling 58 Chairman of the Board of Directors and Chief Executive Officer Qiaoyun Xie 53 Chief Financial Officer Xiaohong Yin 59 Director and Secretary Xiaodong Zhai 52 Chief Technology Officer Rongguo Cui 62 Independent Director John Carl Mein 72 Independent Director Qiang He 41 Independent Director Tao Ling has served as our director since inception, our chairman of the board of directors and Chief Executive Officer since June 2020 and the Chairman of Jiangsu Austin since December 2010.
The address of SHYD Investment Management Limited is Room 1104, Block 55, No. 66, Muxu’yuan Street, Baixia District, Nanjing, China. Mr. Ling also beneficially owns 200,000 Class B Ordinary Shares.
The address of SHYD Investment Management Limited is Room 1104, Block 55, No. 66, Muxu’yuan Street, Baixia District, Nanjing, China. Mr.
During the years ended September 30, 2024, 2023 and 2022, we borrowed an aggregate of $4,150,857, $793,955, and $0 from Mr. Ling, and $3,075,343, $5,097,075, and $2,441,555 from Mr. Yin, respectively. As of September 30, 2024, we had outstanding amounts of $263,886, and $1,511,996, respectively, due to Mr. Ling and Mr.
During the years ended September 30, 2025, 2024 and 2023, we borrowed an aggregate of $3,682,496, $4,150,857 and $793,955 from Mr. Ling, and $1,921,484, $3,075,343 and $5,097,075 from Mr. Yin, respectively. As of September 30, 2024, we had outstanding amounts of $287,962, and $882,146, respectively, due to Mr. Ling and Mr. Yin.
Functions Number Percentage Administration 40 16.5 % Finance 14 5.8 % Technology 21 8.6 % Production 135 55.5 % Sales 33 13.6 % Total 243 (including 126 outsourced workers) 100 % To attract talented engineering students from leading universities in China, we collaborate with these universities on research projects that allow students to gain exposure to our research and development efforts.
Functions Number Percentage Administration 54 15.3 % Finance 9 2.5 % Technology 22 6.3 % Production 246 69.9 % Sales 21 6.0 % Total 352 (including 221 outsourced workers) 100 % To attract talented engineering students from leading universities in China, we collaborate with these universities on research projects that allow students to gain exposure to our research and development efforts.
We will need to raise more capital through financings, including additional public or private offering and factoring arrangements, to implement these growth strategies and strengthen our position in the market. We also finance our operations through securities financing.
We will need to raise more capital through financings, including additional public or private offering and factoring arrangements, to implement these growth strategies and strengthen our position in the market. We also finance our operations through securities financing. As of September 30, 2025, we completed private placement of unregistered Class A Ordinary Shares in total amount of $11,460,000.
The disposal is related to cutting maintenance cost of idle machinery, equipment, and transportation, and thus improving the production efficiency after the disposal. 68 Other income (expenses) Other income (expenses) was approximately $1 million for the year ended September 30, 2024, which primarily consisted of government subsidies of approximately $0.65 million and gain of disposal of equity shares of approximately 0.39 million.
Other income (expenses) was approximately $1 million for the year ended September 30, 2024, which primarily consisted of government subsidies of approximately $0.65 million and gain of disposal of equity shares of approximately 0.39 million.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

32 edited+29 added−6 removed108 unchanged
Biggest changeA U.S. broker-dealer selling a penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with a net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.
Biggest changeThe additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in our Class A Ordinary Shares, which could severely limit the market liquidity of such shares and impede their sale in the secondary market. 33 A U.S. broker-dealer selling a penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with a net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.
On December 31, 2024, the Company effected the Reverse Share Split of its outstanding ordinary shares and preference shares at a ratio of 1-for-10 and Class A Ordinary Shares began trading on Nasdaq on a split-adjusted basis.
On December 31, 2024, the Company effected the 2024 Reverse Share Split of its outstanding Ordinary Shares and preference shares at a ratio of 1-for-10 and Class A Ordinary Shares began trading on Nasdaq on a split-adjusted basis.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; 34 ● the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material non-public information under Regulation FD.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material non-public information under Regulation FD.
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we publish our results on a semi-annual basis through press releases, distributed pursuant to the rules and regulations of the Nasdaq Capital Market.
We are required to file an annual report on Form 20-F within four months of the end of each year. In addition, we publish our results on a semi-annual basis through press releases, distributed pursuant to the rules and regulations of the Nasdaq Capital Market.
Corporate Law .” 33 You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders. Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting.
Corporate Law .” You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders. Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting.
Even though we seek to remain competitive through research and development of flat panel technologies, we may invest in research and development in certain technologies that do not come to fruition. If we cannot successfully introduce, develop or acquire advanced technologies, our profitability may suffer.
Even though we seek to remain competitive through research and development of flat panel technologies, we may invest in research and development in certain technologies that do not come to fruition. 28 If we cannot successfully introduce, develop or acquire advanced technologies, our profitability may suffer.
Some provisions of our Third Amended and Restated Memorandum and Articles of Association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue shares at such times and on such terms and conditions as the board of directors may decide without any further vote or action by our shareholders.
Some provisions of our Fifth Amended and Restated Memorandum and Articles of Association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue shares at such times and on such terms and conditions as the board of directors may decide without any further vote or action by our shareholders.
On November 26, 2024, the extraordinary general meeting of shareholders of the Company convened during which the third amended and restated memorandum and articles of association of the Company (the “Third Amended and Restated Memorandum and Articles of Association”) was approved and adopted to effect a reverse share split at a ratio of 1-for-10 (the “Reverse Share Split”).
On November 26, 2024, the extraordinary general meeting of shareholders of the Company convened during which the Third Amended and Restated Memorandum and Articles of Association of the Company (the “Third Amended and Restated Memorandum and Articles of Association”) was approved and adopted to effect a reverse share split (the “2024 Reverse Share Split”) at a ratio of 1-for-10.
Our Third Amended and Restated Memorandum and Articles of Association allow our shareholders holding shares representing in aggregate not less than 10% in par value of the share capital in issue, to requisition a general meeting of our shareholders, in which case our directors are obliged to call such meeting.
Our Fifth Amended and Restated Memorandum and Articles of Association allow our shareholders holding shares representing in aggregate not less than 10% in par value of the share capital in issue, to requisition a general meeting of our shareholders, in which case our directors are obliged to call such meeting.
As a result, investors in our securities may experience a significant decrease in the value of their Class A Ordinary Shares. 29 The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.
As a result, investors in our securities may experience a significant decrease in the value of their Class A Ordinary Shares. 31 The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.
Taxation — Material United States Federal Income Tax Considerations — Passive Foreign Investment Company .” 32 Our Third Amended and Restated Memorandum and Articles of Association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our Class A Ordinary Shares.
Taxation—Material United States Federal Income Tax Considerations—Passive Foreign Investment Company .” Our Fifth Amended and Restated Memorandum and Articles of Association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our Class A Ordinary Shares.
Our corporate affairs are governed by our Third Amended and Restated Memorandum and Articles of Association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands.
Our corporate affairs are governed by our Fifth Amended and Restated Memorandum and Articles of Association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands.
Our directors have discretion under our Third Amended and Restated Memorandum and Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.
Our directors have discretion under our Fifth Amended and Restated Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.
Under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our Third Amended and Restated Memorandum and Articles of Association for what they believe in good faith to be in the best interests of our company and for a proper purpose. Our CEO has substantial influence over our company.
Under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our Fifth Amended and Rested Memorandum and Articles of Association for what they believe in good faith to be in the best interests of our company and for a proper purpose. Our CEO has substantial influence over our company.
We may not be able to adequately protect and maintain our intellectual property. Our success will depend on our ability to continue to develop and market our products. We have been granted 104 patents in China relating to our products and have 13 pending patent applications as of the date of this annual report.
We may not be able to adequately protect and maintain our intellectual property. Our success will depend on our ability to continue to develop and market our products. We have been granted 156 patents in China relating to our products and have 20 pending patent applications as of the date of this annual report.
A significant portion of our revenue was derived from sales of display modules. For the years ended September 30, 2024, 2023 and 2022, revenues from such sales contributed to approximately 56%, 48% and 31% of our total revenue, respectively.
A significant portion of our revenue was derived from sales of display modules. For the years ended September 30, 2025, 2024 and 2023, revenues from such sales contributed to approximately 38%, 56% and 48% of our total revenue, respectively.
We have employed a considerable number of outsourced workers for our operations. As of September 30, 2024, 2023 and 2022, we had 126, 51 and 96 outsourced employees, respectively, accounting for 52%, 22.6% and 37.5% of our total workforce. In addition, some of the outsourced employees worked in certain key roles.
We have employed a considerable number of outsourced workers for our operations. As of September 30, 2025, 2024 and 2023, we had 221, 126 and 51 outsourced employees, respectively, accounting for 63%, 52% and 22.6% of our total workforce. In addition, some of the outsourced employees worked in certain key roles.
As of the date of this annual report, Tao Ling, our Chairman of the board of directors and Chief Executive Officer, beneficially owns an aggregate of 71.25% of our aggregate voting power, including 10.14% of our issued and outstanding Class A Ordinary Shares, and 100% of our issued and outstanding Class B Ordinary Shares. Accordingly, Mr.
As of the date of this annual report, Tao Ling, our Chairman of the board of directors and Chief Executive Officer, beneficially owns an aggregate of 32.04% of our aggregate voting power, including 0.13% of our issued and outstanding Class A Ordinary Shares, and 100% of our issued and outstanding Class B Ordinary Shares. Accordingly, Mr.
Risks Related to Ownership of our Class A Ordinary Shares An active trading market for our Class A Ordinary Shares may not continue and the trading price for our Class A Ordinary Shares may fluctuate significantly. Our Class A Ordinary Shares are listed on the Nasdaq.
An active trading market for our Class A Ordinary Shares or our Class A Ordinary Shares may not continue and the trading price for our Class A Ordinary Shares may fluctuate significantly. Our Class A Ordinary Shares are listed on the Nasdaq.
We cannot assure you that a liquid public market for our Class A Ordinary Shares will continue. If an active public market for our Class A Ordinary Shares does not continue, the market price and liquidity of our Class A Ordinary Shares may be materially and adversely affected.
If an active public market for our Class A Ordinary Shares does not continue, the market price and liquidity of our Class A Ordinary Shares may be materially and adversely affected.
A non-U.S. corporation such as us will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either ● At least 75% of our gross income for the year is passive income; or ● The average percentage of our assets (determined at the end of each quarter) during the taxable year which produces passive income or which are held for the production of passive income is at least 50%.
A non-U.S. corporation such as us will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either ● At least 75% of our gross income for the year is passive income; or ● The average percentage of our assets (determined at the end of each quarter) during the taxable year which produces passive income or which are held for the production of passive income is at least 50%. 34 Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
As a result of our failure to comply with the Labor Dispatch Provisions, we may be ordered by relevant labor administrative authorities to rectify our noncompliance within a specified period. If we fail to rectify the noncompliance within the specified period, we may be subject to fines of up to RMB10,000 for each incompliant outsourced worker.
As a result of our failure to comply with the Labor Dispatch Provisions, we may be ordered by relevant labor administrative authorities to rectify our noncompliance within a specified period.
The enforcement of certain labor-related regulations in the PRC may adversely affect our business and our results of operations. The Interim Provisions on Labor Dispatch, or the Labor Dispatch Provisions, effective on March 1, 2014, provides that outsourced employees are only allowed to work in temporary, ancillary and replaceable positions.
The Interim Provisions on Labor Dispatch, or the Labor Dispatch Provisions, effective on March 1, 2014, provides that outsourced employees are only allowed to work in temporary, ancillary and replaceable positions.
A decrease in the revenues from those products, an increase in the material and manufacturing costs, changing consumer preferences or material quality issues concerning those products may materially and adversely affect our business and operating results in the near future. 28 Failure to make adequate contributions to certain employee benefit plans as required by PRC regulations may subject us to penalties.
A decrease in the revenues from those products, an increase in the material and manufacturing costs, changing consumer preferences or material quality issues concerning those products may materially and adversely affect our business and operating results in the near future. The enforcement of certain labor-related regulations in the PRC may adversely affect our business and our results of operations.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies.
In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. 35 Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies.
Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. 31 If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.
Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.
Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.
Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.
As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.
As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards. 36 We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.
If a suspension or delisting were to occur, there would be significantly less liquidity in the suspended or delisted securities. In addition, our ability to raise additional necessary capital through equity or debt financing would be greatly impaired.
In addition, our ability to raise additional necessary capital through equity or debt financing would be greatly impaired.
If we do not maintain compliance, Nasdaq could commence suspension or delisting procedures in respect of Ostin’s Class A Ordinary Shares. The commencement of suspension or delisting procedures by an exchange remains at the discretion of such exchange and would be publicly announced by the exchange.
The commencement of suspension or delisting procedures by an exchange remains at the discretion of such exchange and would be publicly announced by the exchange. If a suspension continues or delisting were to occur, there would be significantly less liquidity in the suspended or delisted securities.
Ostin is a holding company and it relies on its PRC subsidiaries for all of this operations in China.
If we fail to rectify the noncompliance within the specified period, we may be subject to fines of up to RMB10,000 for each incompliant outsourced worker. 29 Ostin is a holding company and it relies on its PRC subsidiaries for all of these operations in China.
On January 16, 2025, Nasdaq notified the Company that it has regained compliance with the Minimum Bid Price Requirement. 30 Ostin’s Class A Ordinary Shares will continue to be listed and traded on the Nasdaq Capital Market, subject to our compliance with the other listing requirements of the Nasdaq Capital Market.
On January 16, 2025, Nasdaq notified the Company that it has regained compliance with the Minimum Bid Price Requirement. 32 On July 17, 2025, the extraordinary general meeting of shareholders of the Company approved a reverse share split at a ratio of 1-for-25 (the “2025 Reverse Share Split”).
Removed
We are required under PRC law to participate in various government sponsored employee benefit plans, including social security insurance, housing provident funds and other welfare-oriented payments, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our businesses.
Added
The indictment of our former Co-Chief Executive Officer and a former director, the related U.S. Department of Justice investigation, and the Nasdaq trading halt could have a material adverse effect on our business, financial condition, results of operations, reputation, and the value of our securities.
Removed
We have not made adequate employee benefit payments to the housing provident fund. We may be required to pay the shortage of our contributions. If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.
Added
On September 12, 2025, the United States Department of Justice (“DOJ”) unsealed an indictment in the United States District Court for the Eastern District of Virginia against two individuals, Lai Kui Sen and Yan Zhao, alleging conspiracy to commit securities fraud and wire fraud involving the Company’s stock. At the time of the indictment, Mr.
Removed
We cannot assure you that we will not receive other deficiency notifications from Nasdaq in the future. A decline in the closing price of Ostin’s Class A Ordinary Shares could result in a breach of the requirements for listing on the Nasdaq Capital Market.
Added
Lai Kui Sen served as our Co-Chief Executive Officer and as a director. Following the unsealing of the indictment, The Nasdaq Stock Market (“Nasdaq”) halted trading of our Class A ordinary shares pending our response to Nasdaq’s request for additional information and documentation relating to the indictment, our SEC filings, and our public disclosures.
Removed
The additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in our Class A Ordinary Shares, which could severely limit the market liquidity of such shares and impede their sale in the secondary market.
Added
Trading will remain halted until Nasdaq determines that its request has been fully satisfied. In response, our Board of Directors removed Mr. Lai Kui Sen from his positions as director and Co-Chief Executive Officer, and established a special committee comprised solely of independent directors to investigate the facts and circumstances outlined in the indictment.
Removed
Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
Added
The special committee’s investigation is ongoing, and we cannot predict the duration, scope, or outcome of the DOJ’s investigation, any related regulatory inquiries, or the Nasdaq review. These matters could result in significant legal and other costs, divert management’s attention, and disrupt our operations. They may also lead to additional regulatory scrutiny, shareholder litigation, or other governmental investigations.
Removed
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.
Added
The trading halt has eliminated liquidity in our Class A ordinary shares, and there can be no assurance as to when, or if, trading will resume. Even if trading resumes, the market price of our securities may be adversely affected.
Added
In addition, the allegations in the indictment and any negative publicity could damage our reputation with customers, suppliers, employees, and investors, which could materially and adversely affect our business, financial condition, and results of operations. 30 Risks Related to Ownership of our Class A Ordinary Shares Recent and Potential Future Issuances of a Substantial Number of Our Class A Ordinary Shares, Including Shares Issuable Upon Exercise of Warrants, Could Adversely Affect the Market Price of Our Securities and Result in Significant Dilution to Existing Shareholders During the fiscal year ended September 30, 2025, we completed several equity and equity-linked offerings, including issuances of Class A Ordinary Shares and warrants to purchase additional Class A ordinary shares, as well as exchanges of outstanding warrants for Class A Ordinary Shares.
Added
These transactions have significantly increased the number of our outstanding Class A Ordinary Shares and created the potential for the issuance of a substantial number of additional shares in the future.
Added
For example: ● November 2024 Registered Offering: We issued 1,623,376 Class A Ordinary Shares to Strattners Bank SA. ● February 2025 PIPE: We issued 965,513 Class A ordinary shares and warrants to purchase 2,896,539 Class A Ordinary Shares, which were subsequently exercised on an alternate cashless basis for 24,582,913 Class A Ordinary Shares. ● April–May 2025 Registered Offering and Warrant Exchange: In April 2025, we issued 9,090,908 Class A Ordinary Shares and warrants to purchase up to 90,909,080 Class A ordinary shares.
Added
In May 2025, we entered into a warrant exchange agreement with certain holders of these warrants, under which the holders surrendered all 18,181,816 warrants (representing rights to purchase 90,909,080 Class A ordinary shares) in exchange for 70,909,082 newly issued Class A ordinary shares. ● June/July 2025 Registered Direct Offering : We issued 10,500,000 Class A Ordinary Shares and pre-funded warrants to purchase 31,166,667 Class A Ordinary Shares.
Added
As a result of these transactions, our outstanding share capital increased substantially during the fiscal year. As of September 30, 2024, we had 15,718,348 Class A Ordinary Shares, par value $0.0001 per share issued and outstanding.
Added
Following the equity issuances and warrant exchanges described above, and after giving effect to a 1-for-10 reverse share split, we had 107,430,032 Class A Ordinary Shares, par value $0.001 per share, issued and outstanding as of May 12, 2025.
Added
This represents a significant increase in the number of our publicly traded shares, with the potential for further material increases upon the exercise of outstanding warrants and pre-funded warrants.
Added
The issuance of a substantial number of additional shares, or the perception that such issuances or resales may occur, could materially and adversely affect the market price of our Class A ordinary shares.
Added
In addition, the issuance of additional Class A Ordinary Shares upon exercise of warrants or pre-funded warrants, or in future equity or equity-linked offerings, would dilute the ownership interests of existing shareholders. Such dilution could be significant and could occur at prices below the current market price of our Class A Ordinary Shares.
Added
We cannot predict the timing or size of any future sales of our securities in the public market, whether by us or by holders of our securities, nor can we predict the effect, if any, that such sales will have on the market price of our Class A Ordinary Shares.
Added
We cannot assure you that a liquid public market for our Class A Ordinary Shares will continue because Nasdaq halted the trading of our Class A Ordinary Shares as of the date of this annual report.
Added
On August 5, 2025, Upon the effectiveness of the 2025 Reverse Share Split, every 25 shares of the Company’s issued and outstanding Class A Ordinary Shares were automatically combined into one Class A Ordinary Share, reducing the total number of outstanding Class A Ordinary Shares from approximately 132.43 million to approximately 5.29 million.
Added
In conjunction with the 2025 Reverse Share Split, the Company adopted the Fifth Amended and Restated Memorandum and Articles of Association of the Company (the “Fifth Amended and Restated Memorandum and Articles of Association”) to proportionately reduce the number of authorized shares for issuance and to adjust the par value of the post–reverse share split Ordinary Shares to $0.025 per share.
Added
Our Class A Ordinary Shares are currently listed on the Nasdaq Capital Market, subject to our compliance with the other listing requirements of the Nasdaq Capital Market; however, trading is suspended since September 12, 2025, pending our response to Nasdaq’s request for additional information in connection with the DOJ investigation.
Added
Continued listing on the Nasdaq Capital Market is subject to our compliance with all applicable Nasdaq listing requirements, including maintaining a minimum bid price of $1.00 per share and other quantitative and qualitative standards. If we do not maintain compliance, Nasdaq could commence additional suspension or delisting procedures in respect of Ostin’s Class A Ordinary Shares.
Added
Trading of our Class A Ordinary Shares on the Nasdaq capital market has been suspended since September 12, 2025, and there is no assurance as to when, or if, trading will resume. On September 12, 2025, the United States Department of Justice (the “DOJ”) unsealed an indictment of two individuals -Lai Kui Sen and Yan Zhao (the “Indictment”).
Added
At the time the Indictment was unsealed, Mr. Sen served as Co-Chief Executive Officer of Ostin Technology Group Co., Ltd. (the “Company”). The indictment alleges that Mr. Sen and Mr. Zhao orchestrated a securities and wire fraud scheme using the Company’s stock (the “Indictment”).
Added
Following the unsealing of the Indictment, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”), requesting the Company to provide certain information and/or documents related to the Indictment, as well as the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), and its public disclosures and other publicly available information.
Added
The trading of Class A ordinary shares of the Company on Nasdaq was halted on September 12, 2025 pending the receipt of the additional requested information and will remain halted until the Company has fully satisfied Nasdaq’s request for additional information.
Added
We cannot predict the timing of Nasdaq’s review, whether Nasdaq will determine that we have met its requirements, or whether trading will resume at all. The halt of trading has eliminated liquidity in our Class A Ordinary Shares, which may adversely affect the market price of our securities when and if trading resumes.
Added
The lack of an active trading market may also impair our ability to raise capital through equity or debt financing, reduce institutional and other investor interest, limit analyst coverage, and diminish market-making activity.
Added
If trading does not resume, or resumes only after a prolonged period, the value of our Class A Ordinary Shares could decline significantly, and investors may be unable to sell their shares at desired times or prices.
Added
If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeItem 7. Major Shareholders and Related Party Transactions 87 Item 8. Financial Information 88 Item 9. The Offer and Listing 88 Item 10. Additional Information 88 Item 11. Quantitative and Qualitative Disclosures About Market Risk 105 Item 12. Description of Securities Other Than Equity Securities 105 PART II 105 Item 13. Defaults, Dividend Arrearages and Delinquencies 106 Item 14.
Biggest changeItem 7. Major Shareholders and Related Party Transactions 93 Item 8. Financial Information 94 Item 9. The Offer and Listing 94 Item 10. Additional Information 94 Item 11. Quantitative and Qualitative Disclosures About Market Risk 111 Item 12. Description of Securities Other Than Equity Securities 111 PART II 112 Item 13. Defaults, Dividend Arrearages and Delinquencies 112 Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds 106 Item 15. Controls and Procedures 106
Material Modifications to the Rights of Security Holders and Use of Proceeds 112 Item 15. Controls and Procedures 114