10q10k10q10k.net
Decent Holding Inc.

Decent Holding Inc.DXST決算レポート

Nasdaq · 産業 · 衛生サービス

What changed in Decent Holding Inc.'s 20-F — 2024 vs 2025

Top changes in Decent Holding Inc.'s 2025 20-F

376 paragraphs added · 401 removed · 280 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

123 edited+36 added−19 removed258 unchanged
However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, the interpretation and implementation of the rules in the context of an overseas offering are still evolving.
However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, the interpretation and implementation of the rules in the context of an overseas offering are still evolving.
We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as we do. The PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S.
We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as we do. The PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S.
According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information.
According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information.
The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.
The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.
Our PRC legal counsel, Guantao Law Firm, has advised us based on their understanding of the current PRC law, rules, and regulations that the CSRC’s approval is not required for the offering and trading of our Ordinary Shares on Nasdaq in the context of the IPO, given that: (i) our PRC subsidiary was incorporated by means of direct investment rather than by merger or acquisition of equity interest or assets of a PRC domestic company owned by PRC companies or individuals as defined under the M&A Rules that are our beneficial owners; and (ii) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this annual report are subject to the M&A Rules.
Our PRC legal counsel, Guantao Law Firm, has advised us based on their understanding of the current PRC law, rules, and regulations that the CSRC’s approval is not required for the offering and trading of our Class A Ordinary Shares on Nasdaq in the context of the IPO, given that: (i) our PRC subsidiary was incorporated by means of direct investment rather than by merger or acquisition of equity interest or assets of a PRC domestic company owned by PRC companies or individuals as defined under the M&A Rules that are our beneficial owners; and (ii) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this annual report are subject to the M&A Rules.
If we do not receive or maintain the approval, or permission, or inadvertently conclude that such approval or permission is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval or permission in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Ordinary Shares, 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.
If we do not receive or maintain the approval, or permission, or inadvertently conclude that such approval or permission is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval or permission in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Class A Ordinary Shares, 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.
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 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.
If the relevant government agencies take a view that is contrary to, or otherwise different from, the foregoing conclusions, it could have a material adverse effect on the PRC Operating Subsidiary’ business, operating results and reputation, as well as the trading price of our Ordinary Shares and the Company’s ability to accept foreign investments or list on a U.S. or other foreign exchange.
If the relevant government agencies take a view that is contrary to, or otherwise different from, the foregoing conclusions, it could have a material adverse effect on the PRC Operating Subsidiary’ business, operating results and reputation, as well as the trading price of our Class A Ordinary Shares and the Company’s ability to accept foreign investments or list on a U.S. or other foreign exchange.
Failure to meet performance standards or complete performance on a timely basis could also adversely affect our reputation. 14 Our industry is highly competitive, and we may be unable to compete effectively, which could result in reduced revenue, profitability and market share. We face significant competition in our market from numerous large companies and many smaller regional competitors.
Failure to meet performance standards or complete performance on a timely basis could also adversely affect our reputation. Our industry is highly competitive, and we may be unable to compete effectively, which could result in reduced revenue, profitability and market share. We face significant competition in our market from numerous large companies and many smaller regional competitors.
Further, the Chinese government encourages social funds to invest, construct and operate urban drainage and sewage treatment equipment. 5 Pursuant to the Water Pollution Prevention and Control Action Plan, or the Water Ten Plan, which was issued by the PRC in April 2015, the Chinese government adopted specific targets related to water quality and environmental protection.
Further, the Chinese government encourages social funds to invest, construct and operate urban drainage and sewage treatment equipment. Pursuant to the Water Pollution Prevention and Control Action Plan, or the Water Ten Plan, which was issued by the PRC in April 2015, the Chinese government adopted specific targets related to water quality and environmental protection.
If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Ordinary Shares to decline, resulting in a loss of all or part of your investment.
If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment.
Risk Factors — Risks Related to Doing Business in the PRC — The filing, approval or other administration requirements of the China Securities Regulatory Commission (the “CSRC”) or other PRC government authorities may be required in connection with our future offshore offering under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete the filing procedure with the CSRC and obtain such approval or complete such filing, as applicable .” on page 21 of this annual report. 3.A. [Reserved] 3.B.
Risk Factors - Risks Related to Doing Business in the PRC - The filing, approval or other administration requirements of the China Securities Regulatory Commission (the “CSRC”) or other PRC government authorities may be required in connection with our future offshore offering under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete the filing procedure with the CSRC and obtain such approval or complete such filing, as applicable .” on page 23 of this annual report. 3.A. [Reserved] 3.B.
The Cybersecurity Review Measures further require that online platform operators that possess personal data of at least one million users must apply for a review by the Cybersecurity Review Office of the PRC before conducting listings in foreign countries. 2 On November 14, 2021, the CAC published the Regulations on Network Data Security Protection (Draft for Comments) (the “ Security Administration Draft ”), for public comments, which reiterated that data processors that process personal information of more than one million users listing in a foreign country should apply for a cybersecurity review.
The Cybersecurity Review Measures further require that online platform operators that possess personal data of at least one million users must apply for a review by the Cybersecurity Review Office of the PRC before conducting listings in foreign countries. 2 Table of Contents On November 14, 2021, the CAC published the Regulations on Network Data Security Protection (Draft for Comments) (the “ Security Administration Draft ”), for public comments, which reiterated that data processors that process personal information of more than one million users listing in a foreign country should apply for a cybersecurity review.
Risk Factors — Risks Related to Doing Business in the PRC — To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets ” on page 29 of this annual report and “Item 3.
Risk Factors - Risks Related to Doing Business in the PRC - To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets ” on page 31 of this annual report and “Item 3.
(see page 20 of this annual report). ● The filing, approval or other administration requirements of the China Securities Regulatory Commission (the “CSRC”) or other PRC government authorities may be required in connection with our future offshore offering under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete the filing procedure with the CSRC and obtain such approval or complete such filing, as applicable.
(see page 22 of this annual report). ● The filing, approval or other administration requirements of the China Securities Regulatory Commission (the “CSRC”) or other PRC government authorities may be required in connection with our future offshore offering under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete the filing procedure with the CSRC and obtain such approval or complete such filing, as applicable.
Risk Factors — Risks Related to Doing Business in the PRC — Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors and cause the value of our ordinary shares to significantly decline or be worthless.
Risk Factors - Risks Related to Doing Business in the PRC - Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.
Risk Factors — Risks Related to Doing Business in the PRC — Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.
Risk Factors - Risks Related to Doing Business in the PRC - Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.
Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties, which could materially and adversely affect our business, financial condition, results of operations and the value of our Ordinary Shares, 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.
Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties, which could materially and adversely affect our business, financial condition, results of operations and the value of our Class A Ordinary Shares, 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.
Failing to do so could result in a material change in our operations, and the value of our Ordinary Shares could depreciate significantly or become worthless.
Failing to do so could result in a material change in our operations, and the value of our Class A Ordinary Shares could depreciate significantly or become worthless.
(see page 28 of this annual report). ● To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.
(see page 30 of this annual report). ● To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.
Risk Factors — Risks Related to Doing Business in the PRC — Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China with little advance notice could adversely affect us and limit the legal protections available to you and us ” on page 20 of this annual report.
Risk Factors - Risks Related to Doing Business in the PRC - Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China with little advance notice could adversely affect us and limit the legal protections available to you and us ” on page 22 of this annual report.
Furthermore, as of the date of this annual report, Decent Cayman and its subsidiaries do not have any plans to distribute earnings or settle amounts in the foreseeable future. During the fiscal years ended October 31, 2024, 2023 and 2022, there were no cash transfer between the holding company and its subsidiaries.
Furthermore, as of the date of this annual report, Decent Cayman and its subsidiaries do not have any plans to distribute earnings or settle amounts in the foreseeable future. During the fiscal years ended October 31, 2025, 2024 and 2023, there were no cash transfer between the holding company and its subsidiaries.
Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.
Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.
The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China ” on page 23 and “Item 3. Key Information — D.
The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China ” on page 25 and “Item 3. Key Information - D.
Before deciding whether to invest in our Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this annual report, including the section titled “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements and related notes.
Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this annual report, including the section titled “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements and related notes.
Item 3. Key Information Overview Investing in our securities involves a high degree of risk. Please carefully consider the risks discussed under “Item 3. Key Information – D. Risk Factors” in this annual report beginning on page 10. Decent Cayman is a holding company incorporated in the Cayman Islands.
Item 3. Key Information Overview Investing in our securities involves a high degree of risk. Please carefully consider the risks discussed under “Item 3. Key Information - D. Risk Factors” in this annual report beginning on page 13. Decent Cayman is a holding company incorporated in the Cayman Islands.
(see page 46 of this annual report). ● If we fail to establish and maintain proper internal financial reporting controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired. (see page 47 of this annual report). ● Our founder and Chairman of the Board of Directors, Mr.
(see page 45 of this annual report). ● If we fail to establish and maintain proper internal financial reporting controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired. (see page 46 of this annual report). ● Our founder and Chairman of the Board of Directors, Mr.
(see page 31 of this annual report). ● You may experience difficulties in protecting your interests and exercising your rights as a shareholder, effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in the annual report.
(see page 33 of this annual report). ● You may experience difficulties in protecting your interests and exercising your rights as a shareholder, effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in the annual report.
(see page 12 of this annual report). ● If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability.
(see page 16 of this annual report). ● If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability.
(see page 19 of this annual report). ● We are exposed to the concentration risk of heavy reliance on our largest supplier for the supply of raw materials and equipment, and any shortage of, or delay in, the supply may significantly impact on our business and results of operation. (see page 19 of this annual report).
(see page 21 of this annual report). ● We are exposed to the concentration risk of heavy reliance on our largest supplier for the supply of raw materials and equipment, and any shortage of, or delay in, the supply may significantly impact on our business and results of operation. (see page 21 of this annual report).
As a result of PRC laws and regulations (noted below) that require annual appropriations of 10% of after-tax income to be set aside in a general reserve fund prior to payment of dividends, Decent China is restricted in that respect, as well as in other respects noted below, in their ability to transfer a portion of their net assets to the Company as a dividend. 7 With respect to transferring cash from the Company to its subsidiaries, increasing the Company’s registered capital in a PRC subsidiary requires the filing of the local commerce department, while a shareholder loan requires a filing with the State Administration of Foreign Exchange or its local bureau.
As a result of PRC laws and regulations (noted below) that require annual appropriations of 10% of after-tax income to be set aside in a general reserve fund prior to payment of dividends, Decent China is restricted in that respect, as well as in other respects noted below, in their ability to transfer a portion of their net assets to the Company as a dividend. 8 Table of Contents With respect to transferring cash from the Company to its subsidiaries, increasing the Company’s registered capital in a PRC subsidiary requires the filing of the local commerce department, while a shareholder loan requires a filing with the State Administration of Foreign Exchange or its local bureau.
Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless. 20 The filing, approval or other administration requirements of the China Securities Regulatory Commission (the “CSRC”) or other PRC government authorities may be required in connection with our future offshore offering under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete the filing procedure with the CSRC and obtain such approval or complete such filing, as applicable.
Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless. 22 Table of Contents The filing, approval or other administration requirements of the China Securities Regulatory Commission (the “CSRC”) or other PRC government authorities may be required in connection with our future offshore offering under PRC law, and, if required, we cannot predict whether or for how long we will be able to complete the filing procedure with the CSRC and obtain such approval or complete such filing, as applicable.
Controlling shareholders and actual controlling persons of us that organize or instruct such violations shall be imposed a fine from RMB1,000,000 and RMB10,000,000. 22 On February 24, 2023, the CSRC published the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises (the “ Provisions on Confidentiality and Archives Administration ”), which came into effect on March 31, 2023.
Controlling shareholders and actual controlling persons of us that organize or instruct such violations shall be imposed a fine from RMB1,000,000 and RMB10,000,000. 24 Table of Contents On February 24, 2023, the CSRC published the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises (the “ Provisions on Confidentiality and Archives Administration ”), which came into effect on March 31, 2023.
Foreign Corrupt Practices Act and Chinese anti-corruption law. (see page 27 of this annual report). ● Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.
Foreign Corrupt Practices Act and Chinese anti-corruption law. (see page 29 of this annual report). ● Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.
(see page 34 of this annual report). ● Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditor for two instead of three consecutive years beginning in 2021.
(see page 36 of this annual report). ● Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditor for two instead of three consecutive years beginning in 2021.
In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our auditor, WWC, P.C. (“WWC”), is an independent registered public accounting firms that is headquartered in San Mateo, California.
In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our previous auditor, WWC, P.C. (“WWC”), is an independent registered public accounting firm that is headquartered in San Mateo, California.
These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from the IPO into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the Offering of the Shares. 24 PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from using proceeds from the IPO and/or future financing activities to make loans or additional capital contributions to our PRC Operating Subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from the IPO into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the Offering of the Shares. 26 Table of Contents PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from future financing activities to make loans or additional capital contributions to our PRC Operating Subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
(see page 15 of this annual report). ● The wastewater treatment industry places its employees in dangerous situations which may present serious and enhanced safety issues that could adversely affect our business.
(see page 17 of this annual report). ● The wastewater treatment industry places its employees in dangerous situations which may present serious and enhanced safety issues that could adversely affect our business.
(see page 16 of this annual report). ● Our limited operating history and our volatile historical results of operations could make it difficult for us to forecast our business and assess the seasonality and volatility in our business.
(see page 18 of this annual report). ● Our limited operating history and our volatile historical results of operations could make it difficult for us to forecast our business and assess the seasonality and volatility in our business.
(see page 25 of this annual report). ● We must remit the offering proceeds to China before they may be used to benefit our business in China, and this process may take several months to complete.
(see page 27 of this annual report). ● We must remit the offering proceeds to China before they may be used to benefit our business in China, and this process may take several months to complete.
Any limitation on the ability of our PRC Operating Subsidiary to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our Ordinary Shares.
Any limitation on the ability of our PRC Operating Subsidiary to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our Class A Ordinary Shares.
(see page 14 of this annual report). ● Our industry is highly competitive, and we may be unable to compete effectively, which could result in reduced revenue, profitability and market share.
(see page 17 of this annual report). ● Our industry is highly competitive, and we may be unable to compete effectively, which could result in reduced revenue, profitability and market share.
(see page 26 of this annual report). ● Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations.
(see page 28 of this annual report). ● Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations.
Furthermore, our substantial research and development expenditures may not yield the expected results that enable us to roll out new products, which in turn will harm our prospects and results of operations. We are currently working on providing more advanced products in the wastewater treatment industry, which will increase our competitiveness in the industry.
Furthermore, our substantial research and development expenditures may not yield the expected results that enable us to roll out new products, which in turn will harm our prospects and results of operations. 19 Table of Contents We are currently working on providing more advanced products in the wastewater treatment industry, which will increase our competitiveness in the industry.
For more details, see “ Note 14 – Concentrations, Risks and Uncertainties ” of our consolidated financial statements included in this annual report on page F-26. 19 Risks Related to Doing Business in the PRC Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China with little advance notice could adversely affect us and limit the legal protections available to you and us.
For more details, see “ Note 14 - Concentrations, Risks and Uncertainties ” of our consolidated financial statements included in this annual report on page F-26. 21 Table of Contents Risks Related to Doing Business in the PRC Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China with little advance notice could adversely affect us and limit the legal protections available to you and us.
As of the date of this annual report, no relevant laws or regulations in the PRC explicitly require us to seek approval from the CSRC or any other PRC governmental authorities for the IPO that was completed, nor has our company or any of our subsidiaries received any inquiry, notice, warning or sanctions regarding our planned offering from the CSRC or any other PRC governmental authorities.
As of the date of this annual report, no relevant laws or regulations in the PRC explicitly require us to seek approval from the CSRC or any other PRC governmental authorities for the IPO, nor has our company or any of our subsidiaries received any inquiry, notice, warning or sanctions regarding our planned offering from the CSRC or any other PRC governmental authorities.
We may be liable for improper use or appropriation of personal information ” on page 32 of this annual report.” 3 Recent Cybersecurity and Anti-Monopoly Regulatory Development in PRC On November 7, 2016, the SCNPC issued the Cybersecurity Law of the PRC, or Cybersecurity Law, which became effective on June 1, 2017.
We may be liable for improper use or appropriation of personal information ” on page 34 of this annual report.” Recent Cybersecurity and Anti-Monopoly Regulatory Development in PRC On November 7, 2016, the SCNPC issued the Cybersecurity Law of the PRC, or Cybersecurity Law, which became effective on June 1, 2017.
The incurrence of debt, specifically the instruments governing such debt, may restrict a subsidiary’s ability to pay stockholder dividends or make other cash distributions. 8 If, for the reasons noted above, our subsidiaries are unable to pay shareholder dividends and/or make other cash payments to the Company when needed, the Company’s ability to conduct operations, make investments, engage in acquisitions, or undertake other activities requiring working capital may be materially and adversely affected.
The incurrence of debt, specifically the instruments governing such debt, may restrict a subsidiary’s ability to pay stockholder dividends or make other cash distributions. 9 Table of Contents If, for the reasons noted above, our subsidiaries are unable to pay shareholder dividends and/or make other cash payments to the Company when needed, the Company’s ability to conduct operations, make investments, engage in acquisitions, or undertake other activities requiring working capital may be materially and adversely affected.
(see page 37 of this annual report). ● If our preferential tax treatments and government subsidies are revoked or become unavailable or if the calculation of our tax liability is successfully challenged by the PRC tax authorities, we may be required to pay tax, interest and penalties in excess of our tax provisions.
(see page 38 of this annual report). ● If our preferential tax treatments and government subsidies are revoked or become unavailable or if the calculation of our tax liability is successfully challenged by the PRC tax authorities, we may be required to pay tax, interest and penalties in excess of our tax provisions. (see page 40 of this annual report).
Any systemic economic or financial crisis could cause revenues for the wastewater treatment industry as a whole to decline dramatically and could materially and adversely affect our results of operations. 18 We have derived, and expect to continue to derive, a significant amount of our revenue from a small number of customers, and therefore, any significant changes in our relationships with our major customers or significant decrease in the number of projects may materially and adversely affect our business, financial condition, and results of operations.
Any systemic economic or financial crisis could cause revenues for the wastewater treatment industry as a whole to decline dramatically and could materially and adversely affect our results of operations. 20 Table of Contents We have derived, and expect to continue to derive, a significant amount of our revenue from a small number of customers, and therefore, any significant changes in our relationships with our major customers or significant decrease in the number of projects may materially and adversely affect our business, financial condition, and results of operations.
Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our Ordinary Shares.
Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our Class A Ordinary Shares.
Risk Factors — Risks Related to Doing Business in the PRC — The Chinese government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares ” on page 27 of this annual report.
Risk Factors - Risks Related to Doing Business in the PRC - The Chinese government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares ” on page 29 of this annual report.
(see page 21 of this annual report). ● Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors and cause the value of our ordinary shares to significantly decline or be worthless.
(see page 23 of this annual report). ● Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer our Class A ordinary shares to investors and cause the value of our Class A ordinary shares to significantly decline or be worthless.
(see page 27 of this annual report). ● Our Company is a holding company and will rely on dividends paid by our PRC Operating Subsidiary for our cash needs.
(see page 29 of this annual report). ● Our Company is a holding company and will rely on dividends paid by our PRC Operating Subsidiary for our cash needs.
(see page 47 of this annual report). 13 Risks Related to Our Business and Industry If we fail to maintain an effective quality control system, our business could be materially and adversely affected. We place great emphasis on product and services quality and adhere to stringent quality control measures.
(see page 46 of this annual report). Risks Related to Our Business and Industry If we fail to maintain an effective quality control system, our business could be materially and adversely affected. We place great emphasis on product and services quality and adhere to stringent quality control measures.
The CAC solicited comments on this draft, but there is no timetable as to when it will be enacted. 21 On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “ Overseas Listing Trial Measures ” or “ Trial Measures ”) and five relevant guidelines, which became effective on March 31, 2023.
The CAC solicited comments on this draft, but there is no timetable as to when it will be enacted. 23 Table of Contents On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “ Overseas Listing Trial Measures ” or “ Trial Measures ”) and five relevant guidelines, which became effective on March 31, 2023.
Decent Cayman will need to fund its activities by self-financing in the absence of dividends from its subsidiaries. As of the date of the annual report, no cash transfer, dividends, or distributions have occurred among the Company and any of its subsidiaries.
Decent Cayman will need to fund its activities by self-financing in the absence of dividends from its subsidiaries. 7 Table of Contents As of the date of the annual report, no cash transfer, dividends, or distributions have occurred among the Company and any of its subsidiaries.
(see page 17 of this annual report). ● We may be unable to make the substantial research and development investments required to remain competitive in our business. (see page 17 of this annual report). ● We may face difficulties in protecting our intellectual property rights.
(see page 18 of this annual report). ● We may be unable to make the substantial research and development investments required to remain competitive in our business. (see page 19 of this annual report). ● We may face difficulties in protecting our intellectual property rights.
(see page 18 of this annual report). ● We have derived, and expect to continue to derive, a significant amount of our revenue from a small number of customers, and therefore, any significant changes in our relationships with our major customers or significant decrease in the number of projects may materially and adversely affect our business, financial condition, and results of operations.
(see page 20 of this annual report). 13 Table of Contents ● We have derived, and expect to continue to derive, a significant amount of our revenue from a small number of customers, and therefore, any significant changes in our relationships with our major customers or significant decrease in the number of projects may materially and adversely affect our business, financial condition, and results of operations.
Any limitation on the ability of our PRC Operating Subsidiary to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our Ordinary Shares ” on page 28 of this annual report.
Any limitation on the ability of our PRC Operating Subsidiary to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our Class A Ordinary Shares ” on page 30 of this annual report.
Capitalization and Indebtedness Not applicable for annual reports on Form 20-F. 3.C. Reasons for the Offer and Use of Proceeds Not applicable for annual reports on Form 20-F. 3.D. Risk Factors An investment in our Ordinary Shares involves a high degree of risk.
Capitalization and Indebtedness Not applicable for annual reports on Form 20-F. 12 Table of Contents 3.C. Reasons for the Offer and Use of Proceeds Not applicable for annual reports on Form 20-F. 3.D. Risk Factors An investment in our Class A Ordinary Shares involves a high degree of risk.
(see page 29 of this annual report). ● PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC Operating Subsidiary to liability or penalties, limit our ability to inject capital into our PRC Operating Subsidiary or limit our PRC Operating Subsidiary’s ability to increase their registered capital or distribute profits.
(see page 31 of this annual report). 14 Table of Contents ● PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC Operating Subsidiary to liability or penalties, limit our ability to inject capital into our PRC Operating Subsidiary or limit our PRC Operating Subsidiary’s ability to increase their registered capital or distribute profits.
A substantial portion of our Operating Subsidiary’s revenue was derived from a relatively small number of customers during the last two years. For the year ended October 31, 2024, our top five customers accounted for approximately 95.52% of our revenue.
A substantial portion of our Operating Subsidiary’s revenue was derived from a relatively small number of customers during the last two years. For the year ended October 31, 2025, our top five customers accounted for approximately 95.77% of our revenue.
(see page 26 of this annual report). ● The Chinese government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares. (see page 27 of this annual report). ● We may be exposed to liabilities under the U.S.
(see page 28 of this annual report). ● The Chinese government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. (see page 29 of this annual report). ● We may be exposed to liabilities under the U.S.
The quality of our performance on such projects depends in large part upon our ability to manage the relationship with our customers and our ability to effectively manage the project and deploy appropriate resources, including third-party contractors and our own personnel, in a timely manner.
Our engagements often involve large-scale, complex projects. The quality of our performance on such projects depends in large part upon our ability to manage the relationship with our customers and our ability to effectively manage the project and deploy appropriate resources, including third-party contractors and our own personnel, in a timely manner.
As a result, our liquidity and our ability to fund and expand our business may be adversely affected. 25 We must remit the offering proceeds to China before they may be used to benefit our business in China, and this process may take several months to complete.
As a result, our liquidity and our ability to fund and expand our business may be adversely affected. 27 Table of Contents We must remit the offering proceeds to China before they may be used to benefit our business in China, and this process may take several months to complete.
Moreover, the Anti-Monopoly Law promulgated by the SCNPC effective in 2008, which was recently amended on June 24, 2022, and became effective on August 1, 2022, requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds (i.e., during the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB10 billion and at least two of these operators each had a turnover of more than RMB400 million within China, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB 2 billion, and at least two of these operators each had a turnover of more than RMB 400 million within China) must be cleared by MOFCOM before they can be completed.
Moreover, the Anti-Monopoly Law promulgated by the SCNPC effective in 2008, which was recently amended on June 24, 2022, and became effective on August 1, 2022, requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds (i.e., during the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB10 billion and at least two of these operators each had a turnover of more than RMB400 million within China, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB 2 billion, and at least two of these operators each had a turnover of more than RMB 400 million within China) must be cleared by MOFCOM before they can be completed. 25 Table of Contents Moreover, the Anti-Monopoly Law requires that the MOC shall be notified in advance of any concentration of undertaking if certain thresholds are triggered.
Our PRC legal counsel, Guantao Law Firm, has advised us based on their understanding of the current PRC law, rules, and regulations that we do not expect to be subject to the cybersecurity review by the CAC as of the date of this annual report, given that: (i) using our products and services does not require customers to provide any personal information, and thus, we do not collect any personal information from customers; (ii) we do not possess any personal information of customers in our business operations; and (iii) the data we handle in our business operations, either by its nature or in scale, do not normally trigger significant concerns over PRC national security and thus may not be classified as core or important data by the authorities.
In the event that the CAC determines that we are subject to these regulations, we may be required to delist from Nasdaq and we may be subject to fines and penalties. 4 Table of Contents Our PRC legal counsel, Guantao Law Firm, has advised us based on their understanding of the current PRC law, rules, and regulations that we do not expect to be subject to the cybersecurity review by the CAC as of the date of this annual report, given that: (i) using our products and services does not require customers to provide any personal information, and thus, we do not collect any personal information from customers; (ii) we do not possess any personal information of customers in our business operations; and (iii) the data we handle in our business operations, either by its nature or in scale, do not normally trigger significant concerns over PRC national security and thus may not be classified as core or important data by the authorities.
Also, as of the date of this annual report, no cash generated from one subsidiary is used to fund another subsidiary’s operations and we do not anticipate any difficulties or limitations on our ability to transfer cash between subsidiaries.
We do not expect to pay any cash dividends in the foreseeable future. Also, as of the date of this annual report, no cash generated from one subsidiary is used to fund another subsidiary’s operations and we do not anticipate any difficulties or limitations on our ability to transfer cash between subsidiaries.
Ltd. accounted for approximately 37.14%, 23.18% of our total purchases, respectively. Yantai Green Electromechanical Technology Co., Ltd. and Yantai Shangxin Electromechanical Engineering Co. Ltd., which are under common control, totally accounted for 20.67% of our total purchases.
Fanchang Municipal Engineering (Yantai) Co., Ltd. and Yantai Yonghe Chemical Products Co. Ltd. accounted for approximately 37.14%, 23.18% of our total purchases, respectively. Yantai Green Electromechanical Technology Co., Ltd. and Yantai Shangxin Electromechanical Engineering Co. Ltd., which are under common control, totally accounted for 20.67% of our total purchases.
(see page 41 of this annual report). ● We currently do not expect to pay dividends in the foreseeable future after the IPO and you must rely on price appreciation of our Ordinary Shares for return on your investment.
(see page 42 of this annual report). ● We currently do not expect to pay dividends in the foreseeable future and you must rely on price appreciation of our Class A Ordinary Shares for return on your investment.
(see page 23 of this annual report). 11 ● PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from using proceeds from the Initial Public Offering (“IPO”) and/or future financing activities to make loans or additional capital contributions to our PRC Operating Subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
(see page 25 of this annual report). ● PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from future financing activities to make loans or additional capital contributions to our PRC Operating Subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
If a third party misuses or misappropriates our intellectual property, we may not be able to easily differentiate our products from the others in the market easily. As a result, we may be forced into an adverse price competition that reduces our profit margin.
Additionally, we have developed and utilized some intellectual property that has not been registered. If a third-party misuses or misappropriates our intellectual property, we may not be able to easily differentiate our products from the others in the market easily. As a result, we may be forced into an adverse price competition that reduces our profit margin.
In addition, if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for the IPO. 9 Our PRC legal counsel, Guantao Law Firm, has advised us based on their understanding of the current PRC law, rules, and regulations that the CSRC’s approval is not required for the IPO we just completed and trading of our Ordinary Shares on Nasdaq Capital Market in the context of the IPO, given that: (i) our PRC subsidiary was incorporated by means of direct investment rather than by merger or acquisition of equity interest or assets of a PRC domestic company owned by PRC companies or individuals as defined under the M&A Rules that are our beneficial owners; and (ii) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this annual report are subject to the M&A Rules.
Our PRC legal counsel, Guantao Law Firm, has advised us based on their understanding of the current PRC law, rules, and regulations that the CSRC’s approval is not required for the offering and trading of our Class A Ordinary Shares on Nasdaq in the context of the IPO, given that: (i) our PRC subsidiary was incorporated by means of direct investment rather than by merger or acquisition of equity interest or assets of a PRC domestic company owned by PRC companies or individuals as defined under the M&A Rules that are our beneficial owners; and (ii) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this annual report are subject to the M&A Rules.
In particular, a significant portion of our revenue during the year ended October 31, 2024 was derived from Shandong Zhiqiong Construction Engineering Co., Ltd., Bilang Municipal Engineering (Shandong) Co., Ltd., Yantai Shunsheng Building Installation Co., Ltd., representing 41.09%, and 27.77%, and 13.41% of our total revenue, respectively.
In particular, a significant portion of our revenue during FY2024 was derived from Shandong Zhiqiong Construction Engineering Co., Ltd., Bilang Municipal Engineering (Shandong) Co., Ltd., Yantai Shunsheng Building Installation Co., Ltd., representing 41.09% and 27.77% ,and 13.41%of our total revenue for FY2024.
We may be liable for improper use or appropriation of personal information ” on page 32 of this annual report. 4 In addition, since 2021, the Chinese government has strengthened its anti-monopoly supervision, mainly in three aspects: (1) establishing the National Anti-Monopoly Bureau; (2) revising and promulgating anti-monopoly laws and regulations, including: the Anti-Monopoly Law (was recently amended on June 24, 2022, and became effective on August 1, 2022), the anti-monopoly guidelines for various industries, and the detailed Rules for the Implementation of the Fair Competition Review System; and (3) expanding the anti-monopoly law enforcement targeting Internet companies and large enterprises.
In addition, since 2021, the Chinese government has strengthened its anti-monopoly supervision, mainly in three aspects: (1) establishing the National Anti-Monopoly Bureau; (2) revising and promulgating anti-monopoly laws and regulations, including: the Anti-Monopoly Law (was recently amended on June 24, 2022, and became effective on August 1, 2022), the anti-monopoly guidelines for various industries, and the detailed Rules for the Implementation of the Fair Competition Review System; and (3) expanding the anti-monopoly law enforcement targeting Internet companies and large enterprises.
Risk Factors” beginning on page 10 of this annual report. Risks Related to Our Business and Industry ● If we are unable to maintain or enhance our brand recognition, our business, results of operations and financial condition may be materially and adversely affected.
Risks Related to Our Business and Industry ● If we are unable to maintain or enhance our brand recognition, our business, results of operations and financial condition may be materially and adversely affected.
A significant portion of our revenue during FY2022 was derived from Bilang Municipal Engineering (Shandong) Co., LTD and Yantai Shuangta Food Co., LTD., representing 52.81% and 39.22% of our total revenue for FY2022. There is no assurance that we will continue to obtain contracts from our major customers in the future.
A significant portion of our revenue during FY2023 was derived from Bilang Municipal Engineering (Shandong) Co., LTD and Yantai Aoyin Environmental Engineering Co., Ltd., representing 18.53% and 10.61% of our total revenue for FY2023. There is no assurance that we will continue to obtain contracts from our major customers in the future.
For the year ended October 31, 2023, we purchased raw materials from Yantai Yonghe Chemical Products Co., LTD, which accounted for approximately 95.05% of our total purchases. For the year ended October 31, 2022, we purchased raw materials from Yantai Yonghe Chemical Products Co., LTD, which accounted for approximately 97.28% of our total purchases.
For the year ended October 31, 2023, we purchased raw materials from Yantai Yonghe Chemical Products Co., LTD, which accounted for approximately 95.05% of our total purchases. We believe we have a solid relationship with our largest supplier, Yantai Yonghe Chemical Products Co., LTD.
(see page 39 of this annual report). 12 Risks Related to Our Ordinary Shares ● The trading price of the Ordinary Shares is likely to be volatile, which could result in substantial losses to investors.
Risks Related to Our Class A Ordinary Shares ● The trading price of the Class A Ordinary Shares is likely to be volatile, which could result in substantial losses to investors.

… 98 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

76 edited+53 added−13 removed174 unchanged
As of the date of this annual report, we have entered into the following lease agreements with Shandong Dingxin Energy-Saving Technology Group Co., Ltd., a related party: Location Term of Lease Usage 4 th Floor, Dingxin Building, No. 106 Aokema Avenue, Laishan District, Yantai, Shandong Province, People’s Republic of China 264003 (1) October 1, 2022 to September 30, 2025 Office 5 th Floor North Zone, Dingxin Building, No. 106 Aokema Avenue, Laishan District, Yantai, Shandong Province, People’s Republic of China 264003 April 1, 2023 to March 31, 2028 Office (1) The lease agreement was entered into between Shandong Dingxin Energy-Saving Technology Group Co., Ltd. and us under Decent China’s former name, Shandong Dingxin Microecosystem Technology Co., Ltd.
As of the date of this annual report, we have entered into the following lease agreements with Shandong Dingxin Energy-Saving Technology Group Co., Ltd., a related party: Location Term of Lease Usage 4 th Floor, Dingxin Building, No. 106 Aokema Avenue, Laishan District, Yantai, Shandong Province, People’s Republic of China 264003 (1) October 1, 2025 to September 30, 2028 Office 5 th Floor North Zone, Dingxin Building, No. 106 Aokema Avenue, Laishan District, Yantai, Shandong Province, People’s Republic of China 264003 April 1, 2023 to March 31, 2028 Office (1) The lease agreement was entered into between Shandong Dingxin Energy-Saving Technology Group Co., Ltd. and us under Decent China’s former name, Shandong Dingxin Microecosystem Technology Co., Ltd.
A typical project under the engineering service provision model consists of several stages, including: ● Design stage — We provide project designs, prepare construction plans and budgets; ● Quality control stage — We conduct inspections and testing to ensure the materials and equipment meet the relevant industrial standards, and monitor the construction progress; 53 ● Construction stage — We conduct project installation, and cooperate with builders to prepare as-built reports and drawings; ● Trial stage — We provide an operation manual detailing equipment composition, process flow, operation and maintenance of equipment, as well as the maintenance of operational records.
A typical project under the engineering service provision model consists of several stages, including: ● Design stage - We provide project designs, prepare construction plans and budgets; ● Quality control stage - We conduct inspections and testing to ensure the materials and equipment meet the relevant industrial standards, and monitor the construction progress; ● Construction stage - We conduct project installation, and cooperate with builders to prepare as-built reports and drawings; ● Trial stage - We provide an operation manual detailing equipment composition, process flow, operation and maintenance of equipment, as well as the maintenance of operational records.
Trademark Publication Date International Classification Trademark Validity Period Trademark Status 1 PRC 20631749 2017-09-07 11 10 years Registered 2 PRC 20631551 2017-10-21 28 10 years Registered 3 PRC 20631421 2017-09-07 40 10 years Registered 4 PRC 20631051 2017-09-07 9 10 years Registered 5 PRC 20630806 2017-11-07 42 10 years Registered 6 PRC 15221633 2015-10-07 41 10 years Registered 71 Set forth below is a detailed description of our registered software copyrights: No Country Registration No.
Trademark Publication Date International Classification Trademark Validity Period Trademark Status 1 PRC 20631749 2017-09-07 11 10 years Registered 2 PRC 20631551 2017-10-21 28 10 years Registered 3 PRC 20631421 2017-09-07 40 10 years Registered 4 PRC 20631051 2017-09-07 9 10 years Registered 5 PRC 20630806 2017-11-07 42 10 years Registered 6 PRC 15221633 2015-10-07 41 10 years Registered Set forth below is a detailed description of our registered software copyrights: No Country Registration No.
This hands-on approach ensures that our solutions are seamlessly integrated into their operations, and demonstrates our commitment to customer satisfaction. 54 Experienced management team and personnel Our management team, led by Dingxin SUN and Haicheng XU, possess substantial industry experience and have track records of business management, cost control, product research and development, investment decision and marketing.
This hands-on approach ensures that our solutions are seamlessly integrated into their operations, and demonstrates our commitment to customer satisfaction. Experienced management team and personnel Our management team, led by Dingxin SUN and Haicheng XU, possess substantial industry experience and have track records of business management, cost control, product research and development, investment decision and marketing.
We attempt to mitigate this price pressure by differentiating ourselves from our competitors based on the value we bring to customers through the quality of our products and projects and the ability to provide tailored solutions for our customers. 56 Seasonality Our operating results and operating cash flows historically have not been subject to seasonal variations.
We attempt to mitigate this price pressure by differentiating ourselves from our competitors based on the value we bring to customers through the quality of our products and projects and the ability to provide tailored solutions for our customers. Seasonality Our operating results and operating cash flows historically have not been subject to seasonal variations.
Effective December 9, 2022, Shandong Dingxin Microecosystem Technology Co., Ltd. changed its name to Shandong Dingxin Ecology Environmental Co., Ltd. (“Decent China”). 69 Intellectual Property We have invested in the areas of environmental treatment solutions and our proprietary technology development. As a result, our success depends, in part, on our ability to protect our technology and intellectual property.
Effective December 9, 2022, Shandong Dingxin Microecosystem Technology Co., Ltd. changed its name to Shandong Dingxin Ecology Environmental Co., Ltd. (“Decent China”). Intellectual Property We have invested in the areas of environmental treatment solutions and our proprietary technology development. As a result, our success depends, in part, on our ability to protect our technology and intellectual property.
We have adopted treatment technology more suitable for the sewage treatment in rural areas while using buried or integrated wastewater treatment equipment. 55 Our Suppliers We purchase raw materials, equipment, such as valves, pumps, and pipe fittings from a variety of suppliers and believe these raw materials are widely available.
We have adopted treatment technology more suitable for the sewage treatment in rural areas while using buried or integrated wastewater treatment equipment. Our Suppliers We purchase raw materials, equipment, such as valves, pumps, and pipe fittings from a variety of suppliers and believe these raw materials are widely available.
If business operators fail to comply with the PRC Anti-Monopoly Law or other relevant regulations, the anti-monopoly agency is empowered to cease the relevant activities, unwind the transactions, and confiscate illegal gains and fines. Furthermore, business operators may be subject to criminal liability in the case of serious violation. 68 4.C.
If business operators fail to comply with the PRC Anti-Monopoly Law or other relevant regulations, the anti-monopoly agency is empowered to cease the relevant activities, unwind the transactions, and confiscate illegal gains and fines. Furthermore, business operators may be subject to criminal liability in the case of serious violation. 4.C.
Our microbial bacteria remediation technology employed in both our methods uses bacteria to promote the growth of pollutant-decreasing microorganisms, resulting in an increase in the dissolved oxygen concentration in the river and transforming the environment from anaerobic to aerobic. 51 This technology aims to increase biodiversity, raise the level of dissolved oxygen significantly, and eliminate black odor.
Our microbial bacteria remediation technology employed in both our methods uses bacteria to promote the growth of pollutant-decreasing microorganisms, resulting in an increase in the dissolved oxygen concentration in the river and transforming the environment from anaerobic to aerobic. This technology aims to increase biodiversity, raise the level of dissolved oxygen significantly, and eliminate black odor.
Below is the highlight of some of our recent and major awards and certifications in respect of our business: Year Name of Award/Certification Issuing Authority 2022 Yantai City Industrial Design Center Yantai Municipal Bureau of Industry and Information Technology 2022 Yantai New Special Expertise Enterprise Yantai Municipal Bureau of Industry and Information Technology 2022 High-Tech Enterprise Shandong Provincial Department of Science and Technology, Shandong Provincial Department of Finance, and Shandong Provincial Taxation Bureau of the State Administration of Taxation Recent Developments On January 22, 2025, we completed our initial public offering (“IPO”) on the Nasdaq Capital Market, issuing an aggregate of 1,250,000 Ordinary Shares, par value $0.0001 per share, at a price of $4.00 per share.
Below is the highlight of some of our recent and major awards and certifications in respect of our business: Year Name of Award/Certification Issuing Authority 2022 Yantai City Industrial Design Center Yantai Municipal Bureau of Industry and Information Technology 2022 Yantai New Special Expertise Enterprise Yantai Municipal Bureau of Industry and Information Technology 2022 High-Tech Enterprise Shandong Provincial Department of Science and Technology, Shandong Provincial Department of Finance, and Shandong Provincial Taxation Bureau of the State Administration of Taxation Recent Developments Initial Public Offering On January 22, 2025, we completed our IPO on the Nasdaq Capital Market, issuing an aggregate of 1,250,000 ordinary shares, par value $0.0001 per share, at a price of $4.00 per share.
Item 4. Information on the Company 4.A. History and Development of the Company Decent Cayman is a holding company with no operations of its own. We conduct our operations in China primarily through our Operating Subsidiary in the PRC. The Ordinary Shares offered in this annual report are those of Decent Cayman.
Item 4. Information on the Company 4.A. History and Development of the Company Decent Cayman is a holding company with no operations of its own. We conduct our operations in China primarily through our Operating Subsidiary in the PRC. The Class A Ordinary Shares offered in this annual report are those of Decent Cayman.
This product is widely used to treat wastewater with excessive nitrite in municipal facilities, rivers, landscape water, chemical plants, landfills, steel plants, and oil refineries. 52 River Conditioner This product, combining biological agents and chemical agents, is widely used in the ecological treatment and restoration of lakes and rivers.
This product is widely used to treat wastewater with excessive nitrite in municipal facilities, rivers, landscape water, chemical plants, landfills, steel plants, and oil refineries. River Conditioner This product, combining biological agents and chemical agents, is widely used in the ecological treatment and restoration of lakes and rivers.
Pursuant to the SAFE Circular No.19, for the time being, foreign investment enterprises are allowed to settle 100% of their foreign exchange capitals on a discretionary basis; a foreign-invested enterprise shall truthfully use its capital for its own operational purposes within the scope of business; where an ordinary foreign-invested enterprise makes domestic equity investment with the amount of foreign exchanges settled, the invested enterprise shall first go through domestic re-investment registration and open a corresponding account for foreign exchange settlement pending payment with the foreign exchange administration or the bank at the place where it is registered. 62 Overseas Investment and Financing and Round-Trip Investment Under SAFE Circular 37 issued by SAFE and effective on July 4, 2014, PRC residents are required to register with the local SAFE branch prior to the establishment or control of an offshore SPV, which is defined as offshore enterprises directly established or indirectly controlled by PRC residents for offshore equity financing of the enterprise assets or interests they hold in the PRC.
Pursuant to the SAFE Circular No.19, for the time being, foreign investment enterprises are allowed to settle 100% of their foreign exchange capitals on a discretionary basis; a foreign-invested enterprise shall truthfully use its capital for its own operational purposes within the scope of business; where an ordinary foreign-invested enterprise makes domestic equity investment with the amount of foreign exchanges settled, the invested enterprise shall first go through domestic re-investment registration and open a corresponding account for foreign exchange settlement pending payment with the foreign exchange administration or the bank at the place where it is registered. 59 Table of Contents Overseas Investment and Financing and Round-Trip Investment Under SAFE Circular 37 issued by SAFE and effective on July 4, 2014, PRC residents are required to register with the local SAFE branch prior to the establishment or control of an offshore SPV, which is defined as offshore enterprises directly established or indirectly controlled by PRC residents for offshore equity financing of the enterprise assets or interests they hold in the PRC.
As of the date of this annual report, we have 13 issued patents, and 6 registered trademarks in China, and we also hold or otherwise have the legal right to use 9 registered software copyrights. Set forth below is a detailed description of our registered patents: No Country Patent No.
As of the date of this annual report, we have 15 issued patents, and 6 registered trademarks in China, and we also hold or otherwise have the legal right to use 9 registered software copyrights. Set forth below is a detailed description of our registered patents: No Country Patent No.
If a small-scale taxpayer’s total monthly sales amount does not exceed RMB100 thousand and its quarterly sales volume does not exceed RMB300 thousand, the VAT will be exempted. 64 Dividend Withholding Tax The Enterprise Income Tax Law and its implementation rules provide that since January 1, 2008, an income tax rate of 10% will normally apply to dividends declared to non-PRC resident investors that do not have an establishment or place of business in China, or that have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within China.
If a small-scale taxpayer’s total monthly sales amount does not exceed RMB100 thousand and its quarterly sales volume does not exceed RMB300 thousand, the VAT will be exempted. 61 Table of Contents Dividend Withholding Tax The Enterprise Income Tax Law and its implementation rules provide that since January 1, 2008, an income tax rate of 10% will normally apply to dividends declared to non-PRC resident investors that do not have an establishment or place of business in China, or that have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within China.
At the same time, SAFE has issued the Operation Guidance for the Issues Concerning Foreign Exchange Administration over Round-Trip Investment regarding the procedures for SAFE registration under SAFE Circular 37, which became effective on July 4, 2014, as an attachment of SAFE Circular 37. 63 Under the relevant rules, failure to comply with the registration procedures set forth in SAFE Circular 37 may result in bans on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliates, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations.
At the same time, SAFE has issued the Operation Guidance for the Issues Concerning Foreign Exchange Administration over Round-Trip Investment regarding the procedures for SAFE registration under SAFE Circular 37, which became effective on July 4, 2014, as an attachment of SAFE Circular 37. 60 Table of Contents Under the relevant rules, failure to comply with the registration procedures set forth in SAFE Circular 37 may result in bans on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliates, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations.
According to our PRC legal counsel, Guantao Law Firm, as of the date of this annual report, neither the Company nor Decent China has been subject to any investigation, or receive any notice, warning, or sanction from relevant government authorities related to non-compliance with the PRC Taxation laws. 65 Regulations on Employment Labor Contract Law The PRC Labor Contract Law, which became effective on January 1, 2008 and amended in 2012, primarily aims at regulating rights and obligations of employment relationships, including the establishment, performance, and termination of labor contracts.
According to our PRC legal counsel, Guantao Law Firm, as of the date of this annual report, neither the Company nor Decent China has been subject to any investigation, or receive any notice, warning, or sanction from relevant government authorities related to non-compliance with the PRC Taxation laws. 62 Table of Contents Regulations on Employment Labor Contract Law The PRC Labor Contract Law, which became effective on January 1, 2008 and amended in 2012, primarily aims at regulating rights and obligations of employment relationships, including the establishment, performance, and termination of labor contracts.
Subsidiaries Place of Incorporation Incorporation Time Percentage Ownership Decent Hong Kong Holding International Limited Hong Kong SAR February 24, 2022 100 % Shandong Naxin Ecological Environment Engineering Co., Limited The People’s Republic of China September 30, 2022 100 % Shandong Dingxin Ecology Environmental Co., Limited The People’s Republic of China September 5, 2011 100 % Below is a chart illustrating our corporate structure: 4.D.
Subsidiaries Place of Incorporation Incorporation Time Percentage Ownership Decent Hong Kong Holding International Limited Hong Kong SAR February 24, 2022 100 % Shandong Naxin Ecological Environment Engineering Co., Limited The People’s Republic of China September 30, 2022 100 % Shandong Dingxin Ecology Environmental Co., Limited The People’s Republic of China September 5, 2011 100 % Below is a chart illustrating our corporate structure: 67 Table of Contents 4.D.
The Overseas Listing Trial Measures also provides that if the issuer both meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China.
The Overseas Listing Trial Measures also provides that if the issuer meets both the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (1) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (2) the issuer’s main business activities are conducted in China, or its main place(s) of business are located in China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in China.
Decent HK is a Hong Kong limited company and a wholly owned subsidiary of Decent Cayman. Decent HK is a holding company and does not have any operations. WFOE was incorporated on September 30, 2022 under the laws of the People’s Republic of China. WFOE is a limited liability company, and a wholly-owned subsidiary of Decent HK.
Decent HK is a holding company and does not have any operations. WFOE was incorporated on September 30, 2022, under the laws of the People’s Republic of China. WFOE is a limited liability company, and a wholly-owned subsidiary of Decent HK. WFOE is a holding company and does not have any operations.
As of the date of this annual report, we own 13 patents and 9 software copyrights. 49 We have received a number of industry awards and certifications recognizing our success and achievements in technological innovations and market potential.
As of the date of this annual report, we own 15 patents and 9 software copyrights. We have received a number of industry awards and certifications recognizing our success and achievements in technological innovations and market potential.
The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following: (i) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.
The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following: (1) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (2) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (3) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (4) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (5) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.
Foreign investors are not allowed to invest in industries in the prohibited category. 59 On December 27, 2021, the NDRC, and the Ministry of Commerce promulgated the Special Administrative Measures for Access of Foreign Investment (Negative List) (2021 Edition), or the 2021 Negative List, which came into effect on January 1, 2022.
Foreign investors are not allowed to invest in industries in the prohibited category. 57 Table of Contents On December 27, 2021, the NDRC, and the Ministry of Commerce promulgated the Special Administrative Measures for Access of Foreign Investment (Negative List) (2021 Edition), or the 2021 Negative List, which came into effect on January 1, 2022.
Regulations on Share Incentive Plans Pursuant to the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, which was issued by SAFE on February 15, 2012, employees, directors, supervisors, and other senior management who participate in any stock incentive plan of a publicly listed overseas company and who are PRC citizens or non-PRC citizens residing in China for a continuous period of no less than one year, subject to a few exceptions, are required to register with SAFE through a qualified domestic agent, which may be a PRC subsidiary of such overseas listed company, and complete certain other procedures. 66 In addition, SAT has issued certain circulars concerning employee stock options and restricted shares.
Regulations on Share Incentive Plans Pursuant to the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, which was issued by SAFE on February 15, 2012, employees, directors, supervisors, and other senior management who participate in any stock incentive plan of a publicly listed overseas company and who are PRC citizens or non-PRC citizens residing in China for a continuous period of no less than one year, subject to a few exceptions, are required to register with SAFE through a qualified domestic agent, which may be a PRC subsidiary of such overseas listed company, and complete certain other procedures.
WFOE is a holding company and does not have any operations. Decent China was incorporated on September 5, 2011 under the laws of the People’s Republic of China. Decent China is a limited liability company. The Company and its subsidiaries do not currently use, nor intend to have, a variable interest entity structure.
Decent China was incorporated on September 5, 2011, under the laws of the People’s Republic of China. Decent China is a limited liability company. The Company and its subsidiaries do not currently use, nor intend to have, a variable interest entity structure.
Ltd. accounted for approximately 37.14%, 23.18% of our total purchases, respectively. Yantai Green Electromechanical Technology Co., Ltd. and Yantai Shangxin Electromechanical Engineering Co. Ltd., which are under common control, totally accounted for 20.67% of our total purchases.
Fanchang Municipal Engineering (Yantai) Co., Ltd. and Yantai Yonghe Chemical Products Co. Ltd. accounted for approximately 37.14%, 23.18% of our total purchases, respectively. Yantai Green Electromechanical Technology Co., Ltd. and Yantai Shangxin Electromechanical Engineering Co. Ltd., which are under common control, totally accounted for 20.67% of our total purchases.
Our registered office is located at Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, Grand Cayman KY1-1209, Cayman Islands. Our website is www.dxshengtai.com. Our registered agent in the United States is Cogency Global Inc., 122 E 42nd Street, 18th Floor, New York, NY 10168.
The telephone number of our principal executive offices is +86 0535-5247776. Our registered office is located at Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, Grand Cayman KY1-1209, Cayman Islands. Our website is www.dxshengtai.com. Our registered agent in the United States is Cogency Global Inc., 122 E 42nd Street, 18th Floor, New York, NY 10168.
The concentration on sales revenues generated by customers type comprised of the following: For the year ended October 31, 2024 2023 2022 Percentage of the Company’s sales Shandong Zhiqiong Construction Engineering Co., Ltd. 41.09 % 39 % 32 % Bilang Municipal Engineering (Shandong) Co., Ltd. 27.77 % 19 % 45 % Yantai Shunsheng Building Installation Co., Ltd. 13.41 % — % — % Yantai Shuangta Food Co., Ltd — % 24 % 18 % Yantai Aoyin Environmental Engineering Co.
The concentration on sales revenues generated by customers type comprised of the following: For the year ended October 31, 2025 2024 2023 Percentage of the Company’s sales Shandong Zhiqiong Construction Engineering Co., Ltd. 46.50 % 41.09 % 39 % Bilang Municipal Engineering (Shandong) Co., Ltd. 12.81 % 27.77 % 19 % Yantai Shunsheng Building Installation Co., Ltd. - % 13.41 % - % Yantai Shuangta Food Co., Ltd - % - % 24 % Yantai Aoyin Environmental Engineering Co.
We believe that this product can: ● quickly absorb and precipitate suspended matters in water; ● stabilize the substrate and prevent the silt from contaminating the upper layer of water bodies; ● efficiently improve water body transparency and water quality; ● effectively inhibit the growth and reproduction of harmful bacteria and algae in the water body, while improving the flocculation effect; ● decrease ammonia nitrogen, sulfide, soluble phosphorus, heavy metals, and biological toxicity; ● effectively clean bottom mud of black water bodies with odor; and ● promote the oxidation and decomposition of pollutants.
We believe that this product can: ● quickly absorb and precipitate suspended matters in water; ● stabilize the substrate and prevent the silt from contaminating the upper layer of water bodies; ● efficiently improve water body transparency and water quality; ● effectively inhibit the growth and reproduction of harmful bacteria and algae in the water body, while improving the flocculation effect; ● decrease ammonia nitrogen, sulfide, soluble phosphorus, heavy metals, and biological toxicity; ● effectively clean bottom mud of black water bodies with odor; and ● promote the oxidation and decomposition of pollutants. 52 Table of Contents We find that this product works effectively on relieving black odor and reducing the release of volatile malodors in river water bodies and substrates.
LTD — % 11 % — % See “ Note 14 – Concentrations, Risks and Uncertainties ” of our consolidated financial statements included in this annual report on page F-26. Competition We face significant competition in our market from numerous large companies and many smaller regional competitors.
LTD - % - % 11 % Shandong Rensheng Construction Group Co., Ltd. 29.23 % - % - % See “ Note 14 - Concentrations, Risks and Uncertainties ” of our consolidated financial statements included in this annual report on page F-25. Competition We face significant competition in our market from numerous large companies and many smaller regional competitors.
The NCA administers software copyright registration and the CPCC, is designated as the software registration authority. The CPCC shall grant registration certificates to the Computer Software Copyrights applicants which meet the requirements of both the Software Copyright Measures and the Computer Software Protection Regulations (Revised in 2013).
The CPCC shall grant registration certificates to the Computer Software Copyrights applicants which meet the requirements of both the Software Copyright Measures and the Computer Software Protection Regulations (Revised in 2013).
The applicant must apply to the SIPO for a substantive examination within 3 years from the date of application. 60 Regulations on Copyright The Copyright Law of the PRC , or the Copyright Law , which took effect on June 1, 1991 and was amended in 2001, 2010 and 2020 (as latest amended on November 11, 2020, and became effective on June 1, 2021), provides that Chinese citizens, legal persons, or other organizations shall, whether published or not, own copyright in their copyrightable works, which include, among others, works of literature, art, natural science, social science, engineering technology and computer software.
Regulations on Copyright The Copyright Law of the PRC , or the Copyright Law , which took effect on June 1, 1991 and was amended in 2001, 2010 and 2020 (as latest amended on November 11, 2020, and became effective on June 1, 2021), provides that Chinese citizens, legal persons, or other organizations shall, whether published or not, own copyright in their copyrightable works, which include, among others, works of literature, art, natural science, social science, engineering technology and computer software.
We believe we have solid relationships with the suppliers of our raw materials. We do not expect the prices of such raw materials to vary greatly over time, as there has traditionally been little price volatility for such materials.
We do not expect the prices of such raw materials to vary greatly over time, as there has traditionally been little price volatility for such materials.
For the fiscal year ended October 31, 2022, our revenue primarily comes from (1) provision of wastewater treatment service, representing approximately 18.1% of our revenue; (2) provision of river water quality management service, representing approximately 53.16% of our revenue; and (3) sale of microbial products for pollutant cleansing, representing approximately 28.06% of our revenue.
For the fiscal year ended October 31, 2025, our revenue primarily comes from (1) provision of wastewater treatment service, representing approximately 32.16% of our revenue; (2) provision of river water quality management service, representing approximately 51.12% of our revenue; and (3) sale of microbial products for pollutant cleansing, representing approximately 16.15% of our revenue.
Then we reuse the soluble proteins and polysaccharides through the following steps: (1) We first extract the soluble protein and polysaccharide from the wastewater by centrifugal separation and temperature regulation. (2) We then purify and concentrate proteins by ultrafiltration, nanofiltration and reverse osmosis. (3) Finally, we use sterilization and spray drying to create edible protein products.
Then we reuse the soluble proteins and polysaccharides through the following steps: (1) We first extract the soluble protein and polysaccharide from the wastewater by centrifugal separation and temperature regulation. (2) We then purify and concentrate proteins by ultrafiltration, nanofiltration and reverse osmosis.
For the year ended October 31, 2023, we purchased raw materials from Yantai Yonghe Chemical Products Co., LTD, which accounted for approximately 95.05% of our total purchases. For the year ended October 31, 2022, we purchased raw materials from Yantai Yonghe Chemical Products Co., LTD, which accounted for approximately 97.28% of our total purchases.
For the year ended October 31, 2023, we purchased raw materials from Yantai Yonghe Chemical Products Co., LTD, which accounted for approximately 95.05% of our total purchases. We believe we have solid relationships with the suppliers of our raw materials.
The Foreign Investment Law adopts the administrative system of pre-entry national treatment along with a negative list for foreign investments, establishing the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition. 58 Pursuant to the Foreign Investment Law, “foreign investments” refers to any direct or indirect investment activities conducted by any foreign individual, enterprise, or organization (collectively referred to as “foreign investors”) in the PRC, which includes any of the following circumstances: (i) foreign investors establishing foreign-invested enterprises, or FIEs, in the PRC solely or jointly with other investors; (ii) foreign investors acquiring shares, equity interests, property portions or other similar rights and interests thereof within the PRC; (iii) foreign investors investing in new projects in the PRC solely or jointly with other investors; and (iv) other forms of investments as defined by laws, regulations, or as otherwise stipulated by the State Council.
Pursuant to the Foreign Investment Law, “foreign investments” refers to any direct or indirect investment activities conducted by any foreign individual, enterprise, or organization (collectively referred to as “foreign investors”) in the PRC, which includes any of the following circumstances: (i) foreign investors establishing foreign-invested enterprises, or FIEs, in the PRC solely or jointly with other investors; (ii) foreign investors acquiring shares, equity interests, property portions or other similar rights and interests thereof within the PRC; (iii) foreign investors investing in new projects in the PRC solely or jointly with other investors; and (iv) other forms of investments as defined by laws, regulations, or as otherwise stipulated by the State Council.
Under these circulars, employees working in China who exercise stock options or are granted restricted shares will be subject to PRC individual income tax.
In addition, SAT has issued certain circulars concerning employee stock options and restricted shares. Under these circulars, employees working in China who exercise stock options or are granted restricted shares will be subject to PRC individual income tax.
As of the date of this annual report, the business of us and our subsidiaries complied with the relevant provisions of The Environmental Protection Law. 57 Through the adoption of the Environmental Impact Assessment Law of China in 2018 and the Category-based Management Directory on the Environmental Impact Assessment for Construction Projects, which was recently amended in 2020 and became effective on January 1, 2021, the Chinese government established a system to appraise the environmental impact of construction projects and classify the appraisal based on the degree of environmental impact caused by such construction project.
Through the adoption of the Environmental Impact Assessment Law of China in 2018 and the Category-based Management Directory on the Environmental Impact Assessment for Construction Projects, which was recently amended in 2020 and became effective on January 1, 2021, the Chinese government established a system to appraise the environmental impact of construction projects and classify the appraisal based on the degree of environmental impact caused by such construction project.
Set forth below are the services and products provided by our Operating Subsidiary: Wastewater Treatment Our wastewater treatment services primarily focus on protein-rich wastewater treatment. High concentration organic wastewater is a common byproduct of producing products containing protein in the agri-food processing industry.
Wastewater Treatment Our wastewater treatment services primarily focus on protein-rich wastewater treatment. High concentration organic wastewater is a common byproduct of producing products containing protein in the agri-food processing industry.
The picture below represents the comparison of river water quality (clarity) before and after our treatment: Microbial Products that are used for water quality enhancement and pollutant removal We have independently developed a variety of microbial products and agents that can quickly and efficiently improve water quality, remove pollutants, and treat black odor water.
Moreover, it works effectively in eliminating the water odor caused by hydrogen sulfide, soil odor, and ammonia. 51 Table of Contents The picture below represents the comparison of river water quality (clarity) before and after our treatment: Microbial Products that are used for water quality enhancement and pollutant removal We have independently developed a variety of microbial products and agents that can quickly and efficiently improve water quality, remove pollutants, and treat black odor water.
However, if there is no publication within 50 years from completion of the creation of such work, it shall not be protected by the Copyright Law. Item 4A. Unresolved Staff Comments None.
However, if there is no publication within 50 years from completion of the creation of such work, it shall not be protected by the Copyright Law. 69 Table of Contents
According to the Copyright Law , an infringer of the copyrights shall be subject to various civil liabilities, which include ceasing infringement activities, apologizing to the copyright owners and compensating the loss of copyright owner. Infringers of copyright may also subject to fines and/or administrative or criminal liabilities in severe situations.
According to the Copyright Law , an infringer of the copyrights shall be subject to various civil liabilities, which include ceasing infringement activities, apologizing to the copyright owners and compensating the loss of copyright owner.
Normally, the SIPO publishes an application for an invention patent within 18 months after the filing date, which may be shortened at the request of applicant.
Normally, the SIPO publishes an application for an invention patent within 18 months after the filing date, which may be shortened at the request of applicant. The applicant must apply to the SIPO for a substantive examination within 3 years from the date of application.
The local competent industry and information technology authorities at various levels are responsible for the supervision of the enterprises in the region that have been announced, and all sectors of the society supervise the enterprises that have been announced. We meet the requirements of the Specification Conditions of Sewage Treatment for Environmental Protection Equipment Manufacturing Industry.
The local competent industry and information technology authorities at various levels are responsible for the supervision of the enterprises in the region that have been announced, and all sectors of the society supervise the enterprises that have been announced.
For the year ended October 31, 2023, four major customers accounted for approximately 39%, 19%, 24% and 11% of the Company’s total revenues, respectively. For the year ended October 31, 2022, three major customers accounted for approximately 32%, 45% and 18% of the Company’s total revenues, respectively.
For the year ended October 31, 2024, three major customers accounted for approximately 41.09%, 27.77%, and 13.41% of the Company’s total revenues, respectively. For the year ended October 31, 2023, four major customers accounted for approximately 39%, 19%, 24% and 11% of the Company’s total revenues, respectively.
The applicants will become the holder of such domain names upon the completion of the registration procedure. As confirmed by our PRC legal counsel, Guantao Law Firm, as of the date of this annual report, Decent China has 6 registered trademarks, 13 effective patents and 9 registered copyrights, all in China.
As confirmed by our PRC legal counsel, Guantao Law Firm, as of the date of this annual report, Decent China has 6 registered trademarks, 15 effective patents and 9 registered copyrights, all in China.
Ltd. (combined) 20.67 % — % — % Our Customers Our current customers are primarily in the construction, agri-food processing, automotive manufacturing industries. For the year ended October 31, 2024, three major customers accounted for approximately 41.09%, 27.77%, and 13.41% of the Company’s total revenues, respectively.
Ltd. (combined) 25.71 % 20.67 % - % Our Customers Our current customers are primarily in the construction, agri-food processing, automotive manufacturing industries. For the year ended October 31, 2025, three major customers accounted for approximately 46.50%, 29.23% and 12.81% of the Company’s total revenues, respectively.
As of the date of this annual report, there are 16,250,000 issued and outstanding Ordinary Shares of Decent Cayman. Decent Cayman’s registered office is at Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands. Decent HK was incorporated on February 24, 2022 under the laws of Hong Kong.
Decent Cayman’s registered office is at Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands. Decent HK was incorporated on February 24, 2022, under the laws of Hong Kong. Decent HK is a Hong Kong limited company and a wholly owned subsidiary of Decent Cayman.
Nevertheless, due to the nature of our business, we are exposed to potential civil and criminal liabilities if we fail to comply with the relevant environmental laws and regulations, or if our services and products have unforeseen and unintended harmful health or environmental consequences.
Nevertheless, due to the nature of our business, we are exposed to potential civil and criminal liabilities if we fail to comply with the relevant environmental laws and regulations, or if our services and products have unforeseen and unintended harmful health or environmental consequences. 55 Table of Contents Research and Development (R&D) We will continue to strengthen our research and development capabilities and commit to the quality assurance of our products to maintain and enhance our market position.
For the year ended 0ctober 31, 2024, we purchased raw materials from Fanchang Municipal Engineering (Yantai) Co, LTD, Yantai Yonghe Chemical Products Co. Ltd and Yantai Green Electromechanical ‘Technology Co., Ltd. and Yantai Shangxin Electromechanical Engineering Co. Ltd.. Fanchang Municipal Engineering (Yantai) Co., Ltd. and Yantai Yonghe Chemical Products Co.
Ltd., which are under common control, accounted for 25.71% of our total purchases. For the year ended October 31, 2024, we purchased raw materials from Fanchang Municipal Engineering (Yantai) Co, LTD, Yantai Yonghe Chemical Products Co. Ltd and Yantai Green Electromechanical ‘Technology Co., Ltd. and Yantai Shangxin Electromechanical Engineering Co. Ltd.
Pursuant to the PRC Anti-Monopoly Law, a business operator that possesses a dominant market position is prohibited from abusing its dominant market position, including conducting the following acts: (i) selling commodities at unfairly high prices or buying commodities at unfairly low prices; (ii) without justifiable reasons, selling commodities at prices below cost; (iii) without justifiable reasons, refusing to enter into transactions with their trading counterparts; (iv) without justifiable reasons, allowing trading counterparts to make transactions exclusively with itself or with the business operators designated by it; (v) without justifiable reasons, tying commodities or imposing unreasonable trading conditions to transactions; (vi) without justifiable reasons, applying differential prices and other transaction terms among their trading counterparts who are on an equal footing; and (vii) other acts determined as abuse of dominant market position by the relevant governmental authorities.
Pursuant to the PRC Anti-Monopoly Law, a business operator that possesses a dominant market position is prohibited from abusing its dominant market position, including conducting the following acts: (i) selling commodities at unfairly high prices or buying commodities at unfairly low prices; (ii) without justifiable reasons, selling commodities at prices below cost; (iii) without justifiable reasons, refusing to enter into transactions with their trading counterparts; (iv) without justifiable reasons, allowing trading counterparts to make transactions exclusively with itself or with the business operators designated by it; (v) without justifiable reasons, tying commodities or imposing unreasonable trading conditions to transactions; (vi) without justifiable reasons, applying differential prices and other transaction terms among their trading counterparts who are on an equal footing; and (vii) other acts determined as abuse of dominant market position by the relevant governmental authorities. 66 Table of Contents Pursuant to the PRC Anti-Monopoly Law and relevant regulations, when a concentration of undertakings occurs and reaches any of the following thresholds, the undertakings concerned shall file a prior notification with the anti-monopoly agency (i.e., the SAMR), (i) the total global turnover of all operators participating in the transaction exceeded RMB10 billion in the preceding fiscal year and at least two of these operators each had a turnover of more than RMB400 million within China in the preceding fiscal year, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB2 billion in the preceding fiscal year, and at least two of these operators each had a turnover of more than RMB400 million within China in the preceding fiscal year are triggered, and no concentration shall be implemented until the anti-monopoly agency clears the anti-monopoly filing.
Any person applying for the registration of a trademark may not injure existing trademark rights first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a “sufficient degree of reputation” through such other party’s use. 61 Regulations on Domain Names The MIIT promulgated the Measures on Administration of Internet Domain Names on August 24, 2017, which became effective on November 1, 2017 and replaced the Administrative Measures on China Internet Domain Names promulgated by the MIIT on November 5, 2004.
Any person applying for the registration of a trademark may not injure existing trademark rights first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a “sufficient degree of reputation” through such other party’s use.
Pursuant to these measures, the MIIT oversees the administration of PRC internet domain names. The domain name registration follows a first-to-file principle. Applicants for registration of domain names must provide the true, accurate, and complete information of their identities to domain name registration service institutions.
The domain name registration follows a first-to-file principle. Applicants for registration of domain names must provide the true, accurate, and complete information of their identities to domain name registration service institutions. The applicants will become the holder of such domain names upon the completion of the registration procedure.
Corporate History Decent Cayman was incorporated on January 6, 2022. It is a holding company and is not actively engaged in any business as of the date of this annual report. Under the amended and restated memorandum of association, Decent Cayman is authorized to issue 500,000,000 Ordinary Shares, par value $0.0001 per Ordinary Share.
Corporate History Decent Cayman was incorporated on January 6, 2022. It is a holding company and is not actively engaged in any business as of the date of this annual report.
Our method recovers a substantial amount of soluble proteins and polysaccharides, significantly reducing raw material and water costs for our customers, while ensuring the reusability of our treated water.
(3) Finally, we use sterilization and spray drying to create edible protein products. 50 Table of Contents Our method recovers a substantial amount of soluble proteins and polysaccharides, significantly reducing raw material and water costs for our customers, while ensuring the reusability of our treated water.
The commonly-used treatment method by our competitors is a multi-stage biochemical treatment using aerobic and anaerobic methods to reduce the COD and biochemical oxygen demand (BOD) in the water, which usually lead to the waste of valuable protein and oligosaccharide in the wastewater. 50 The protein-rich wastewater treatment process system that we have developed and adopted can extract soluble proteins and polysaccharides separately from the soybean wastewater that are generated during the soybean product manufacturing process.
The commonly-used treatment method by our competitors is a multi-stage biochemical treatment using aerobic and anaerobic methods to reduce the COD and biochemical oxygen demand (BOD) in the water, which usually lead to the waste of valuable protein and oligosaccharide in the wastewater.
Business Model Our business model consists of two parts: (1) we have adopted a technology-centric, construction-supported engineering service provision model, which primarily involves conducting wastewater treatment projects and river water quality management projects.
The product is used in polluted rivers, foul water ditches, ponds, small lakes and other urban black odor water bodies with slow water flow. Business Model Our business model consists of two parts: (1) we have adopted a technology-centric, construction-supported engineering service provision model, which primarily involves conducting wastewater treatment projects and river water quality management projects.
Regulations on Foreign Investment in China The establishment, operation and management of companies in China are governed by the PRC Company Law, as amended in 2005, 2013 and 2018.
We meet the requirements of the Specification Conditions of Sewage Treatment for Environmental Protection Equipment Manufacturing Industry. 56 Table of Contents Regulations on Foreign Investment in China The establishment, operation and management of companies in China are governed by the PRC Company Law, as amended in 2005, 2013 and 2018.
Research and Development (R&D) We will continue to strengthen our research and development capabilities and commit to the quality assurance of our products to maintain and enhance our market position. We currently have an internal R&D team of seven members, which accounts for approximately 44% of the total number of employees as of the date of this annual report.
We currently have an internal R&D team of seven members, which accounts for approximately 44% of the total number of employees as of the date of this annual report.
PRC ZL202320556740.8 A device for the treatment of poultry and livestock manure and wastewater 2023-3-21 Utility Model Patent 10 years Registered 12. PRC ZL202322062526.X A device for resource recovery and utilization of protein wastewater 2024-03-15 Utility Model Patent 10 years Registered 13.
PRC ZL202222417072.9 A continuous decolorization and purification treatment device for liquid sugar 2022-9-13 Utility Model Patent 10 years Registered 12. PRC ZL202320556740.8 A device for the treatment of poultry and livestock manure and wastewater 2023-3-21 Utility Model Patent 10 years Registered 13.
The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings. 67 On February 24, 2023, the CSRC promulgated the Confidentiality and Archives Administration Provisions, which also became effective on March 31, 2023.
The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings. On February 7, 2024, we received notification from the CSRC confirming that we have completed the record filing requirement.
PRC ZL201720846794.2 Low energy consumption dehumidification oxygen generation and hot water system 2018-01-30 Utility Model Patent 10 years Registered 7. PRC ZL202020527793.3 A kind of river water body oxygenation and ecological restoration system 2021-01-05 Utility Model Patent 10 years Registered 8. PRC ZL202020515767.9 An efficient urban sewage treatment system 2020-12-15 Utility Model Patent 10 years Registered 9.
PRC ZL202020527793.3 A kind of river water body oxygenation and ecological restoration system 2021-01-05 Utility Model Patent 10 years Registered 9. PRC ZL202020515767.9 An efficient urban sewage treatment system 2020-12-15 Utility Model Patent 10 years Registered 10. PRC ZL202121616730.6 An ecological management system that can improve river water quality 2022-01-14 Utility Model Patent 10 years Registered 11.
PRC ZL202011478154.3 An air purification device with automatic cleaning function 2022-04-01 Invention patent 20 years Registered 4. PRC ZL202110000141.3 Animal manure intelligent collection and processing device 2022-04-01 Invention patent 20 years Registered 5. PRC ZL201620253453.X An integrated system for underground water storage and purification for sponge cities 2016-09-28 Utility Model Patent 10 years Registered 6.
PRC ZL202011478154.3 An air purification device with automatic cleaning function 2022-04-01 Invention patent 20 years Registered 4. PRC ZL202110000141.3 Animal manure intelligent collection and processing device 2022-04-01 Invention patent 20 years Registered 5. PRC ZL202211110656.X A Continuous Decolorization and Purification Treatment Device for Liquid Sugar 2026-01-16 Invention patent 20 years Registered 6.
We believe we have maintained good relationships with our customers by regularly visiting our customers’ sites to provide comprehensive design, installation, and commissioning services for equipment and systems.
Our technology-based services and products enable us to serve a diverse customer base by offering innovative and tailored solutions that cater to specific industries and needs. We believe we have maintained good relationships with our customers by regularly visiting our customers’ sites to provide comprehensive design, installation, and commissioning services for equipment and systems.
Meanwhile, it helps form a strong biosphere and improves the self-purification of water bodies. Moreover, it works effectively in eliminating the water odor caused by hydrogen sulfide, soil odor, and ammonia.
Meanwhile, it helps form a strong biosphere and improves the self-purification of water bodies.
The Ordinary Shares commenced trading on the Nasdaq Capital Market on January 22, 2025, under the ticker symbol “DXST.” Our Products and Services Our main services and products include (1) wastewater treatment, (2) river water quality management, and (3) microbial products for water quality enhancement and pollutant cleansing purposes.
Our Products and Services Our main services and products include (1) wastewater treatment, (2) river water quality management, and (3) microbial products for water quality enhancement and pollutant cleansing purposes.
The concentration on purchases generated by suppliers type comprised of the following: For the year ended October 31, 2024 2023 2022 Percentage of the Company’s purchases Fanchang Municipal Engineering (Yantai) Co., Ltd. 37.14 % — % — % Yantai Yonghe Chemical Products Co., Ltd. 23.18 % 95.05 % 97.28 % Yantai Green Electromechanical Technology Co., Ltd. and Yantai Shangxin Electromechanical Engineering Co.
If we were unable to purchase from our current primary suppliers, we do not expect we would face difficulties in transitioning to new suppliers at substantially the same prices. 54 Table of Contents The concentration on purchases generated by suppliers type comprised of the following: For the year ended October 31, 2025 2024 2023 Percentage of the Company’s purchases Fanchang Municipal Engineering (Yantai) Co., Ltd. 38.47 % 37.14 % - % Yantai Yonghe Chemical Products Co., Ltd. 13.42 % 23.18 % 95.05 % Yantai Green Electromechanical Technology Co., Ltd. and Yantai Shangxin Electromechanical Engineering Co.
PRC ZL202323458370.3 An integrated emergency treatment device for ensuring river water quality compliance 2024-08-23 Utility Model Patent 10 years Registered 70 Set forth below is a detailed description of our registered trademarks: No Country Trademark No.
PRC ZL202322062526.X A device for resource recovery and utilization of protein wastewater 2024-03-15 Utility Model Patent 10 years Registered 14. PRC ZL202323458370.3 An integrated emergency treatment device for ensuring river water quality compliance 2024-08-23 Utility Model Patent 10 years Registered 15.
According to our PRC legal counsel, Guantao Law Firm, as of the date of this annual report, neither the Company nor Decent China has been subject to any investigation, or receive any notice, warning, or sanction from relevant government authorities related to non-compliance with the PRC labor laws M&A Rules and Regulations on Overseas Listings On August 8, 2006, six PRC governmental and regulatory agencies, including the Ministry of Commerce and the CSRC, promulgated the M&A Rules governing the mergers and acquisitions of domestic enterprises by foreign investors, which became effective on September 8, 2006, and was revised in 2009.
If the employees fail to pay or the PRC subsidiaries fail to withhold income tax in accordance with relevant laws and regulations, the PRC subsidiaries may be subject to sanctions imposed by the tax authorities or other PRC governmental authorities. 63 Table of Contents According to our PRC legal counsel, Guantao Law Firm, as of the date of this annual report, neither the Company nor Decent China has been subject to any investigation, or receive any notice, warning, or sanction from relevant government authorities related to non-compliance with the PRC labor laws M&A Rules and Regulations on Overseas Listings The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “ M&A Rules ”), adopted by six PRC regulatory agencies in 2006 and amended in 2009, include, among other things, provisions that purport to require that an offshore special purpose vehicle, formed for the purpose of an overseas listing of securities through acquisitions of domestic enterprises in China or assets and controlled by enterprises or individuals in China, 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.
The nanofiltration membrane separation technology that we use is a new type of membrane separation technology that addresses the needs of industrial water softening in a cost-effective way. In addition, we have also independently developed numerous water quality improvement and black odor treatment agents, which are low-cost, fast-acting, and are widely used in the emergency treatment of water bodies.
The nanofiltration membrane separation technology that we use is a new type of membrane separation technology that addresses the needs of industrial water softening in a cost-effective way.
On February 7, 2024, we received notification from the CSRC confirming that we have completed the record filing requirement. The result of our completion of record filing was also posted on the CSRC website on the same day.
As of the date of this annual report, we and our subsidiaries have complied with the Trial Measures and filed with the CSRC the necessary documents. On February 7, 2024, we received notification from the CSRC confirming that we have completed the record filing requirement.
Therefore, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level.
Where the domestic entities provide with or publicly disclose documents, materials or other items related to the state secrets and government work secrets to the relevant securities companies, securities service institutions, overseas regulatory authorities, or other entities or individuals, the companies shall apply for approval of competent departments with the authority of examination and approval in accordance with law and report the matter to the secrecy administrative departments at the same level for record filing.
Corporate Information Our principal executive office is located at 4th Floor & 5th Floor North Zone, Dingxin Building, No. 106 Aokema Avenue, Laishan District, Yantai, Shandong Province, People’s Republic of China 264003. The telephone number of our principal executive offices is +86 0535-5247776.
In connection with the offering, the Company’s directors and executive officers entered into customary 90-day lock-up agreements, and the Company intends to use the net proceeds primarily for business expansion, research and development, technology upgrades and talent recruitment. 48 Table of Contents Corporate Information Our principal executive office is located at 4th Floor & 5th Floor North Zone, Dingxin Building, No. 106 Aokema Avenue, Laishan District, Yantai, Shandong Province, People’s Republic of China 264003.
On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures and relevant five guidelines, which became effective on March 31, 2023.
The CAC solicited comments on this draft, but there is no timetable as to when it will be enacted. 64 Table of Contents On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “ Overseas Listing Trial Measures ” or “ Trial Measures ”) and five relevant guidelines, which became effective on March 31, 2023.
Diverse and Loyal Customer Base We have served a wide range of customers in the private sector spanning industries such as construction, agri-food processing, and automotive manufacturing. Our technology-based services and products enable us to serve a diverse customer base by offering innovative and tailored solutions that cater to specific industries and needs.
In addition, we have also independently developed numerous water quality improvement and black odor treatment agents, which are low-cost, fast-acting, and are widely used in the emergency treatment of water bodies. 53 Table of Contents Diverse and Loyal Customer Base We have served a wide range of customers in the private sector spanning industries such as construction, agri-food processing, and automotive manufacturing.
Removed
We find that this product works effectively on relieving black odor and reducing the release of volatile malodors in river water bodies and substrates. The product is used in polluted rivers, foul water ditches, ponds, small lakes and other urban black odor water bodies with slow water flow.
Added
Under the amended and restated memorandum of association, Decent Cayman is authorized to issue 500,000,000 shares of a par value of US$0.0001 each, comprising of (i) 495,000,000 Class A ordinary shares of a par value of US$0.0001 each, and (ii) 5,000,000 Class B ordinary shares of a par value of US$0.0001 each.
Removed
If we were unable to purchase from our current primary suppliers, we do not expect we would face difficulties in transitioning to new suppliers at substantially the same prices.
Added
Initial Public Offering On January 23, 2025, we completed our initial public offering (“IPO”) on the Nasdaq Capital Market, issuing an aggregate of 1,250,000 ordinary shares, par value $0.0001 per share, at a price of $4.00 per share.

… 62 more changes not shown on this page.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

33 edited+4 added−76 removed11 unchanged
Revenue from Product Sales For the fiscal year ended October 31, 2024, the revenue from product sales decreased by 17.20% to $2,192,864 compared to $2,648,445 for the fiscal year ended October 31, 2023. The customers of product sales were basically local enterprises, and our main product was microbial inoculum, which was mostly used in river water quality management projects.
For the fiscal year ended October 31, 2024, the revenue from product sales decreased by 17.20% to $2,192,864 compared to $2,648,445 for the fiscal year ended October 31, 2023. The customers of product sales were basically local enterprises, and our main product was microbial inoculum, which was mostly used in river water quality management projects.
Operating Expenses Total operating expenses decreased by $302,230 or 29% to $741,469 for the fiscal year ended October 31, 2024 from $1,043,699 for the fiscal year ended October 31, 2023.
Total operating expenses decreased by $302,230 or 29% to $741,469 for the fiscal year ended October 31, 2024 from $1,043,699 for the fiscal year ended October 31, 2023.
Contractual Obligation The following table summarizes our contractual obligations, which are comprised entirely of operating lease obligations, as of October 31, 2024, and the effect these obligations are expected to have on our liquidity and cash flows in future periods.
Contractual Obligation The following table summarizes our contractual obligations, which are comprised entirely of operating lease obligations, as of October 31, 2025, and the effect these obligations are expected to have on our liquidity and cash flows in future periods.
Total revenue increased by 22.18% or $2,094,958 to $11,542,292 for the fiscal year ended October 31, 2024 compared with total revenue of $9,447,334 for the fiscal year ended October 31, 2023, demonstrating our company’s resilience, adaptability and maintaining profitability in a fluctuating economic environment.
Total revenue increased by 22.18% or $2,094,958 to $11,542,292 for the fiscal year ended October 31, 2024 compared with total revenue of $9,447,334 for the fiscal year ended October 31, 2023, and the total revenue increased by 12.19% or $1,407,053 to $12,949,345 for the fiscal year ended October 31, 2025 compared with total revenue of $11,542,292 for the fiscal year ended October 31, 2024, demonstrating our company’s resilience, adaptability and maintaining profitability in a fluctuating economic environment.
The increase in cost of revenues is a direct result of our increase of revenues. 79 Gross profit and gross margin Our gross profit was $3,212,412 for the fiscal year ended October 31, 2024, compared with a gross profit of $3,215,622 for the fiscal year ended October 31, 2023.
The increase in cost of revenues is a direct result of our increase of revenues. Gross profit and gross margin Our gross profit was $3,386,601, $3,212,412 and $3,215,622 for the fiscal year ended October 31, 2025, 2024 and 2023, respectively.
The net cash used in financing activities for the fiscal years ended October 31, 2024, 2023 and 2022 were mainly due to bank loans, car loan, proceeds from related parties, repayment to related parties, and the increase in deferred IPO costs.
The net cash used in financing activities for the fiscal years ended October 31, 2025, 2024 and 2023 were mainly due to bank loans, car loan, proceeds from related parties, repayment to related parties, and net proceeds from offering.
Operating Activities Our net cash used in operating activities was $362,322 for the fiscal year ended October 31, 2024, as compared to net cash provided by operating activities of $1,584,246 for the fiscal year ended October 31, 2023 and $1,390,922 for the fiscal year ended October 31, 2022.
Operating Activities Our net cash used in operating activities was $3,455,557 for the fiscal year ended October 31, 2025, as compared to a net cash used in operating activities of $362,322 for the fiscal year ended October 31, 2024 and a net cash provided by operating activities of $1,584,246 for the fiscal year ended October 31, 2023.
The net cash provided by investing activities for the fiscal year ended October 31, 2024 was mainly attributable to (i) purchase of property and equipment of $78,133, and (ii) loan made to related parties of $39,348. 81 The net cash used in investing activities for the fiscal year ended October 31, 2023 was mainly attributable to (i) purchase of property and equipment of $153,794, and (ii) the repayment from related parties of $10,759.
The net cash used in investing activities for the fiscal year ended October 31, 2024 was mainly attributable to (i) purchase of property and equipment of $78,133, and (ii) loan made to related parties of $39,348.
Gross profit as a percentage of revenue (gross margin) was 27.83% for the fiscal year ended October 31, 2024, compared to a gross profit of 34.04% for the fiscal year ended October 31, 2023.
Gross profit as a percentage of revenue (gross margin) was 26.15%, 27.83% and 34.04% for the fiscal year ended October 31, 2025, 2024 and 2023, respectively.
Comparison of the Fiscal Years Ended October 31, 2024 and 2023 The following table sets forth key components of our results of operations during the fiscal years ended October 31, 2024 and 2023, both in dollars and as a percentage of our revenue.
See “Special Note Regarding Forward-Looking Statements.” Comparison of the Fiscal Years Ended October 31, 2025, 2024 and 2023 The following table sets forth key components of our results of operations during the fiscal years ended October 31, 2025, 2024 and 2023, both in dollars and as a percentage of our revenue.
Gross profit as a percentage of revenue was 53.77% for the fiscal year ended October 31, 2023, compared to gross margin of 77.19% for the fiscal year ended October 31, 2022. Other Related Revenues Other related revenues experienced an increase of 121.22% to $16,700 in the fiscal year ended October 31, 2024 from $7,549 in the fiscal year 2023.
Gross profit as a percentage of revenue was 39.13%, 35.75% and 53.77% for the fiscal year ended October 31, 2025, 2024 and 2023, respectively. Other Related Revenues Other related revenues experienced an increase of 121.22% to $16,700 in the fiscal year ended October 31, 2024 from $7,549 in the fiscal year 2023.
Years Ended October 31, 2024 2023 Amount % of revenue Amount % of revenue Revenue Wastewater treatment revenue $ 2,468,097 21.39 $ 2,355,126 24.93 River water quality management revenue 6,864,631 59.47 4,436,214 46.96 Product sales revenue 2,192,864 19.00 2,648,445 28.03 Others 16,700 0.14 7,549 0.08 Total revenue 11,542,292 100.00 9,447,334 100.00 Cost of revenue Wastewater treatment revenue 1,845,434 15.99 1,841,604 19.49 River water quality management revenue 5,075,552 43.97 3,165,712 33.51 Product sales revenue 1,408,894 12.21 1,224,396 12.96 Others — — — — Total cost of revenue 8,329,880 72.17 6,231,712 65.96 Gross profit 3,212,412 27.83 3,215,622 34.04 Selling expenses 16,489 0.14 70,128 0.74 General and administrative expenses 662,158 5.74 851,130 9.01 Research and development expenses 28,981 0.25 122,441 1.30 Impairment Loss 33,841 0.29 — — Income from operations 2,470,943 21.41 2,171,923 22.99 Total other (expenses) income, net 13,181 0.11 4,617 0.05 Net income before income taxes 2,484,124 21.52 2,176,540 23.04 Income tax expenses (380,767 ) (3.30 ) (316,927 ) (3.35 ) Net income $ 2,103,357 18.22 $ 1,859,613 19.68 75 The following table lists the calculation methods of gross profit and gross profit margin of each type of revenue: For the years ended October 31, Changes 2024 2023 Amount % Wastewater treatment revenue Net revenue $ 2,468,097 $ 2,355,126 112,971 4.80 % Cost of revenue 1,845,434 1,841,604 3,830 0.21 % Gross profit $ 622,663 $ 513,522 109,141 21.25 % Gross profit margin 25.23 % 21.80 % 3.43 % 15.73 % River water quality management revenue Net revenue $ 6,864,631 $ 4,436,214 2,428,417 54.74 % Cost of revenue 5,075,552 3,165,712 1,909,840 60.33 % Gross profit $ 1,789,079 $ 1,270,502 518,577 40.82 % Gross profit margin 26.06 % 28.64 % (2.58 %) (9.01 %) Product sales revenue Net revenue $ 2,192,864 $ 2,648,445 (455,581 ) (17.20 %) Cost of revenue 1,408,894 1,224,396 184,498 15.07 % Gross profit $ 783,970 $ 1,424,049 (640,079 ) (44.95 %) Gross profit margin 35.75 % 53.77 % (18.02 %) (33.51 %) Other related revenue Net revenue $ 16,700 $ 7,549 9,151 121.22 % Cost of revenue — — — — Gross profit $ 16,700 $ 7,549 9,151 121.22 % Gross profit margin 100.00 % 100.00 % — % — % Total Net revenue $ 11,542,292 $ 9,447,334 2,094,958 22.18 % Cost of revenue 8,329,880 6,231,712 2,098,168 33.67 % Gross profit $ 3,212,412 $ 3,215,622 (3,210 ) (0.10 %) Gross profit margin 27.83 % 34.04 % (6.21 %) (18.24 %) Our revenue primarily comes from wastewater treatment projects, river water quality management services, product sales, and other related activities.
Years Ended October 31, 2025 2024 2023 Amount % of revenue Amount % of revenue Amount % of revenue Revenue Wastewater treatment revenue $ 4,163,965 32.16 $ 2,468,097 21.39 $ 2,355,126 24.93 River water quality management revenue 6,619,693 51.12 6,864,631 59.47 4,436,214 46.96 Product sales revenue 2,091,469 16.15 2,192,864 19.00 2,648,445 28.03 Others 74,218 0.57 16,700 0.14 7,549 0.08 Total revenue 12,949,345 100.00 11,542,292 100.00 9,447,334 100.00 Cost of revenue Wastewater treatment revenue 3,341,944 25.81 1,845,434 15.99 1,841,604 19.49 River water quality management revenue 4,878,220 37.67 5,075,552 43.97 3,165,712 33.51 Product sales revenue 1,273,157 9.83 1,408,894 12.21 1,224,396 12.96 Others 69,423 0.54 — — — — Total cost of revenue 9,562,744 73.85 8,329,880 72.17 6,231,712 65.96 Gross profit 3,386,601 26.15 3,212,412 27.83 3,215,622 34.04 Selling expenses 446,718 3.45 16,489 0.14 70,128 0.74 General and administrative expenses 2,776,341 21.44 662,158 5.74 851,130 9.01 Research and development expenses 302,118 2.33 28,981 0.25 122,441 1.30 Impairment Loss — — 33,841 0.29 — — Income from operations (138,576 ) (1.07 ) 2,470,943 21.41 2,171,923 22.99 Total other (expenses) income, net 19,274 0.15 13,181 0.11 4,617 0.05 Net income before income taxes (119,302 ) (0.92 ) 2,484,124 21.52 2,176,540 23.04 Income tax expenses (202,900 ) (1.57 ) (380,767 ) (3.30 (316,927 ) (3.35 ) Net income $ (322,202 ) (2.49 ) $ 2,103,357 18.22 $ 1,859,613 19.68 70 Table of Contents The following table lists the calculation methods of gross profit and gross profit margin of each type of revenue: For the years ended October 31, Changes 2025 2024 Amount % Wastewater treatment revenue Net revenue $ 4,163,965 $ 2,468,097 1,695,868 68.71 % Cost of revenue 3,341,944 1,845,434 1,496,510 81.09 % Gross profit $ 822,021 $ 622,663 199,358 32.02 % Gross profit margin 19.74 % 25.23 % (5.49 )% (21.76 )% River water quality management revenue Net revenue $ 6,619,693 $ 6,864,631 (244,938 ) (3.57 )% Cost of revenue 4,878,220 5,075,552 (197,332 ) (3.89 )% Gross profit $ 1,741,473 $ 1,789,079 (47,606 ) (2.66 )% Gross profit margin 26.31 % 26.06 % 0.25 % 0.96 % Product sales revenue Net revenue $ 2,091,469 $ 2,192,864 (101,395 ) (4.62 )% Cost of revenue 1,273,157 1,408,894 (135,737 ) (9.63 )% Gross profit $ 818,312 $ 783,970 34,342 4.38 % Gross profit margin 39.13 % 35.75 % 3.38 % 9.45 % Other related revenue Net revenue $ 74,218 $ 16,700 57,518 344.42 % Cost of revenue 69,423 — 69,423 100.00 Gross profit $ 4,795 $ 16,700 (11,905 ) (71.29 )% Gross profit margin 6.46 % 100.00 % (93.54 )% (93.54 )% Total Net revenue $ 12,949,345 $ 11,542,292 1,407,053 12.19 % Cost of revenue 9,562,744 8,329,880 1,232,864 14.80 % Gross profit $ 3,386,601 $ 3,212,412 174,189 5.42 % Gross profit margin 26.15 % 27.83 % (1.68 )% (6.04 )% For the years ended October 31, Changes 2024 2023 Amount % Wastewater treatment revenue Net revenue $ 2,468,097 $ 2,355,126 112,971 4.80 % Cost of revenue 1,845,434 1,841,604 3,830 0.21 % Gross profit $ 622,663 $ 513,522 109,141 21.25 % Gross profit margin 25.23 % 21.80 % 3.43 % 15.73 % River water quality management revenue Net revenue $ 6,864,631 $ 4,436,214 2,428,417 54.74 % Cost of revenue 5,075,552 3,165,712 1,909,840 60.33 % Gross profit $ 1,789,079 $ 1,270,502 518,577 40.82 % Gross profit margin 26.06 % 28.64 % (2.58 )% (9.01 )% Product sales revenue Net revenue $ 2,192,864 $ 2,648,445 (455,581 ) (17.20 )% Cost of revenue 1,408,894 1,224,396 184,498 15.07 % Gross profit $ 783,970 $ 1,424,049 (640,079 ) (44.95 )% Gross profit margin 35.75 % 53.77 % (18.02 )% (33.51 )% Other related revenue Net revenue $ 16,700 $ 7,549 9,151 121.22 % Cost of revenue — — — — Gross profit $ 16,700 $ 7,549 9,151 121.22 % Gross profit margin 100.00 % 100.00 % — % —% Total Net revenue $ 11,542,292 $ 9,447,334 2,094,958 22.18 % Cost of revenue 8,329,880 6,231,712 2,098,168 33.67 % Gross profit $ 3,212,412 $ 3,215,622 (3,210 ) (0.10 )% Gross profit margin 27.83 % 34.04 % (6.21 )% (18.24 )% 71 Table of Contents Our revenue primarily comes from wastewater treatment projects, river water quality management services, product sales, and other related activities.
To date, we have financed our operations primarily through borrowings from our related parties and banks. As of October 31, 2024, the cash consisted of $85,697 denominated in USD and $321,334 denominated in RMB. As of October 31, 2023, the cash consisted of $12,606 denominated in USD and $1,312,852 denominated in RMB.
To date, we have financed our operations primarily through borrowings from our related parties and banks. As of October 31, 2025, the cash consisted of $79,440 denominated in USD and $493,367 denominated in RMB. As of October 31, 2024, the cash consisted of $85,697 denominated in USD and $321,334 denominated in RMB.
Investing Activities Net cash used in investing activities was $117,481 for the fiscal year ended October 31, 2024, as compared to $143,035 for the fiscal year ended October 31, 2023 and net cash provided by investing activities of $599,614 for the fiscal year ended October 31, 2022.
Investing Activities Net cash used in investing activities was $321,903 for the fiscal year ended October 31, 2025, as compared to a net cash used in investing activities of $117,481 for the fiscal year ended October 31, 2024 and a net cash used in investing activities of $143,035 for the fiscal year ended October 31, 2023.
Revenue from River Water Quality Management For the fiscal year ended October 31, 2024, the revenue from river water quality management increased significantly to $6,864,631 for the fiscal year ended October 31, 2023, as compared to $4,436,214 for the fiscal year ended October 31, 2023, with an increase of 54.74%.
For the fiscal year ended October 31, 2024, the revenue from river water quality management increased significantly to $6,864,631 for the fiscal year ended October 31, 2023, as compared to $4,436,214 for the fiscal year ended October 31, 2023, with an increase of 54.74%. This substantial growth is reflective of successful bids and project completions in this segment.
The cost of revenue for wastewater treatment was $1,845,434 for the fiscal year ended October 31, 2024, as compared to $1,841,604 for the fiscal year ended October 31, 2023, with a growth of 0.21%.
The cost of revenue for wastewater treatment was $3,341,944 for the fiscal year ended October 31, 2025, as compared to $1,845,434 for the fiscal year ended October 31, 2024, with a growth of 81.09%.
Liquidity and Capital Resources The following table sets forth a summary of our cash flows for the periods indicated: For fiscal year ended October 31, 2024 2023 2022 Net cash provided by (used in) operating activities $ (362,322 ) $ 1,584,246 $ 1,390,922 Net cash provided by (used in) investing activities (117,481 ) (143,035 ) 599,614 Net cash used in financing activities (466,614 ) (2,101,169 ) (544,355 ) Net change in cash (946,417 ) (659,958 ) 1,446,181 Effect of exchange rate changes on cash 27,990 20,058 (228,683 ) Cash at the beginning of period 1,325,458 1,965,358 747,860 Cash at the end of period 407,031 $ 1,325,458 $ 1,965,358 As of October 31, 2024, we had cash of $ 407,031 .
Net income As a result of the cumulative effect of the factors described above, our net loss for the fiscal years ended October 31, 2025 was $322,202, our net income for the fiscal years ended October 31, 2024 and 2023 were $2,103,357 and $1,859,613, respectively. 73 Table of Contents Liquidity and Capital Resources The following table sets forth a summary of our cash flows for the periods indicated: For fiscal year ended October 31, 2025 2024 2023 Net cash provided by (used in) operating activities $ (3,455,557 ) $ (362,322 ) $ 1,584,246 Net cash used in investing activities (321,903 ) (117,481 ) (143,035 ) Net cash provided by (used in) financing activities 3,940,851 (466,614 ) (2,101,169 ) Net change in cash 163,392 (946,417 ) (659,958 ) Effect of exchange rate changes on cash 2,385 27,990 20,058 Cash at the beginning of period 407,031 1,325,458 1,965,358 Cash at the end of period 572,807 407,031 $ 1,325,458 As of October 31, 2025, we had cash of $572,807.
Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under “Item 3. Key Information — 3.D. Risk Factors” and elsewhere in this annual report. See “Special Note Regarding Forward-Looking Statements.” Overview Decent Cayman is a holding company that was incorporated under the laws of the Cayman Islands.
Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under “Item 3. Key Information - 3.D. Risk Factors” and elsewhere in this annual report.
Overall, despite varied performance across different segments, the fiscal year 2024 showed a continuously upward trend in revenue. However, the total gross profit margin declined from 34.04% in the fiscal year 2023 to 27.83% in the fiscal year 2024. Our operational efficiency and capacity continued to navigate through challenging conditions, with effective cost control measures aiding in maintaining profitability.
Overall, despite varied performance across different segments, the fiscal year 2025 and 2024 showed a continuously upward trend in revenue. However, the total gross profit margin declined from 34.04% in the fiscal year 2023 to 27.83% in the fiscal year 2024, and 26.15% in the fiscal year 2025.
The increase in cost of product sales is mainly caused by the upgrading of pharmaceutical formulations. Consequently, the gross profit for product sales was $783,970 for the fiscal year ended October 31, 2024, reduced by 18.02% compared to $1,424,049 for the fiscal year ended October 31, 2023.
Consequently, the gross profit for product sales was $818,312 for the fiscal year ended October 31, 2025, increased by 4.38% compared to $783,970 for the fiscal year ended October 31, 2024, and the gross profit for the fiscal year ended October 31, 2024 reduced by 18.02% compared to $1,424,049 for the fiscal year ended October 31, 2023.
The net cash provided by investing activities for the fiscal year ended October 31, 2022 was mainly attributable to (i) purchase of property and equipment of $241,211, (ii) loans made to related parties of $1,472,562, and (iii) the repayment from related parties of $2,312,566.
The net cash provided by investing activities for the fiscal year ended October 31, 2025 was mainly attributable to (i) purchase of property and equipment of $589, and (ii) the repayment from related parties of $39,186, offset by (iii) loan made to third party of $360,500,.
Hence, the costs associated were also substantial, leading to a gross profit margin of 26.06% for the year ended October 31, 2024, as compared to 28.64% in the fiscal year 2023.
However, the projects in this segment for the fiscal year 2024 was mainly based on civil works, such as dredging and stormwater pipe network, with relatively low gross profits. Hence, the costs associated were also substantial, leading to a gross profit margin of 26.06% for the year ended October 31, 2024, as compared to 28.64% in the fiscal year 2023.
Our income tax expenses were $316,927 for the fiscal year ended October 31, 2023, compared to that of fiscal year ended October 31, 2022, which was $59,014.
Income tax expenses Our income tax expenses were $202,900 for the fiscal year ended October 31, 2025, $380,767 for the fiscal year ended October 31, 2024, compared to $316,927 for the fiscal year ended October 31, 2023.
Our research and development expenses increased by $61,558 for the year ended October 31, 2023, as compared to the fiscal year ended October 31, 2022, which mainly due to the engagement of external experts to participate in our research and development. Income tax expenses Our income tax expenses were $380,767 for the fiscal year ended October 31, 2024.
Our research and development expenses increased by $273,137 for the year ended October 31, 2025, as compared to the fiscal year ended October 31, 2024, mainly due to the engagement of external research institutions to assist with our research and development initiatives.
This category continued to maintain a gross profit margin of 100%, indicating no associated costs of revenue. Other related revenues experienced a decrease of 69.72% to $7,549 in the fiscal year ended October 31, 2023 from $24,927 in the fiscal year 2022. This category continued to maintain a gross profit margin of 100%, indicating no associated costs of revenue.
This category continued to maintain a gross profit margin of 100%, indicating no associated costs of revenue. Other related revenues experienced an increase of 344.42% to $74,218 for the fiscal year ended October 31, 2025 from $16,700 for the fiscal year ended October 31, 2024. The gross profit margin was 6.46% for the fiscal year ended October 31, 2025.
Consequently, the gross profit margin was 25.23% and 21.80% for the fiscal years ended October 31, 2024 and 2023, respectively. 78 For the fiscal year ended October 31, 2023, the revenue from wastewater treatment service witnessed a dramatic increase to $2,355,126 from $650,308 for the fiscal year ended October 31, 2022, with a growth of 262.16%.
The cost of revenue for wastewater treatment for the fiscal year ended October 31, 2024 increased by 0.21% compared to $1,841,604 for the fiscal year ended October 31, 2023. Consequently, the gross profit margin was 19.74%, 25.23% and 21.80% for the fiscal years ended October 31, 2025, 2024 and 2023, respectively.
Cost of revenue Our cost of revenue was $8,329,880 and $6,231,712 for the fiscal years ended October 31, 2024 and 2023, respectively.
Our operational efficiency and capacity continued to navigate through challenging conditions, with effective cost control measures aiding in maintaining profitability. 72 Table of Contents Cost of revenue Our cost of revenue was $9,562,744, $8,329,880 and $6,231,712 for the fiscal years ended October 31, 2025, 2024 and 2023, respectively.
Total operating expenses decreased by $111,668 or 10% to $1,043,699 for the fiscal year ended October 31, 2023 from $1,155,367 for the fiscal year ended October 31, 2022. With the increase in revenues, our selling expense increased $37,611 for the fiscal year ended October 31, 2023 as compared to the fiscal year ended October 31, 2022.
Operating Expenses Total operating expenses increased by $2,783,708 or 375.43% to $3,525,177 for the fiscal year ended October 31, 2025 as compared to the fiscal year ended October 31, 2024. With the increase in revenues, our selling expense increased $430,229 for the fiscal year ended October 31, 2025 as compared to the fiscal year ended October 31, 2024.
The decrease in general and administrative expenses of approximately $210,837 was mainly attributable to 1) a decrease in the provision of doubtful debts of approximately $0.27 million; 2) an increase in depreciation of approximately $0.04 million, because of the increase in property and equipment; 3) an increase in the provision of inventory obsolescence of approximate $0.03 million.
The increase in general and administrative expenses of approximately $2,114,183 was mainly attributable to 1) an increase in the provision of credit losses of approximately $0.9 million; 2) an increase in salary and welfare of approximately $0.3 million; and 3) an increase in the consultant and service expenses of approximate $0.9 million.
Financing Activities Our net cash used in financing activities was $466,614 for the fiscal year ended October 31, 2024, as compared to $2,101,169 for the fiscal year ended October 31, 2023 and $544,355 for the fiscal year ended October 31, 2022.
The net cash used in investing activities for the fiscal year ended October 31, 2023 was mainly attributable to (i) purchase of property and equipment of $153,794, and (ii) the repayment from related parties of $10,759. 74 Table of Contents Financing Activities Our net cash provided by financing activities was $3,940,851 for the fiscal year ended October 31, 2025, as compared to a net cash used in financing activities of $466,614 for the fiscal year ended October 31, 2024 and a net cash used in financing activities of $2,101,169 for the fiscal year ended October 31, 2023.
Payments due by period Total Less than 1 year 1 – 2 years 2 – 3 years More than 3 years Contractual Obligations Operating Lease Obligations $ 69,076 $ 52,099 $ 7,025 $ 7,025 $ 2,927 Finance Lease Obligations 21,893 21,893 — — — 5.C. Research and Development, Patent and Licenses, etc.
Payments due by period Total Less than 1 year 1 – 2 years 2 – 3 years More than 3 years Contractual Obligations Operating Lease Obligations $ 112,408 $ 56,204 $ 56,204 $ — $ — Finance Lease Obligations — — — — —
As of October 31, 2022, the whole amount of cash, $1,965,358, was denominated in RMB.
As of October 31, 2023, the cash consisted of $12,606 denominated in USD and $1,312,852 denominated in RMB.
The cost of revenue for wastewater treatment was $1,841,604 for the fiscal year ended October 31, 2023, as compared to $482,554 for the fiscal year ended October 31, 2022, with a growth of 281.64%, which was primarily in line with the increase of revenue.
For the fiscal year ended October 31, 2025, the revenue from wastewater treatment service witnessed an increase to $1,695,868 from $2,468,097 for the fiscal year ended October 31, 2024, with a growth of 68.71%. The Company successfully completed a wastewater treatment project in the current fiscal year.
Removed
As a holding company with no material operations of its own, we conduct our operations in China through our subsidiary, Shandong Dingxin Ecology Environmental Co., Ltd., which is our Operating Subsidiary in China. We strive to be a pioneer in the field of water pollution treatment and resource reutilization treatment in China.
Added
Revenue from River Water Quality Management The revenue from river water quality management saw a slight decrease of $244,938 or 3.57% for the fiscal year ended October 31, 2025, and the decease of the cost was in line with the decrease of revenue.
Removed
We specialize in the provision of wastewater treatment, ecological river restoration and river ecosystem management through water quality enhancement, as well as microbial products that are primarily used for water quality enhancement and pollutant removal, through our Operating Subsidiary, Shandong Dingxin Ecology Environmental Co., Ltd. 72 Our main services and products include (1) wastewater treatment, (2) river water quality management, and (3) microbial products for water quality enhancement and pollutant removal.
Added
Revenue from Product Sales The revenue from product sales saw a slight decrease of $101,395 or 4.62% for the fiscal year ended October 31, 2025, and the decease of the cost was $135,737 or 9.63%. The increase of sales volume proportion of non-compounded microbial products and agents in the fiscal year 2025 led to a lower overall gross profit.
Removed
We have invested heavily on research and development to sharpen our innovation edge. So far, we have established cooperation relationships for scientific research and development with well-known academic institutions in China, such as Yantai University with whom we had entered into a research cooperation agreement.
Added
The increase in cost of product sales is mainly caused by the upgrading of microbial products and agents.
Removed
We have an in-house research and development team with members possessing technical expertise in engineering and chemistry as well as a sharp business sense that we believe can accurately capture and meet our customers’ needs. As of the date of this annual report, we own 13 patents and 9 software copyrights.
Added
Our net cash used in operating activities for the fiscal year ended October 31, 2025 reflects (i) our net loss of $322,202, (ii) an increase in accounts receivable of $4,471,382, and (iii) an increase in prepaid expenses of $2,060,278, partially offset by (iv) an increase in accounts payable and other payable of $1,305,885 and $1,628,472, respectively, and (v) provision for credit losses of $842,339.
Removed
We have received a number of industry awards and certifications recognizing our success and achievements, including the “Yantai City Industrial Design Center” awarded by the Yantai Municipal Bureau of Industry and Information Technology in 2022, the “Yantai New Special Expertise Enterprise” awarded by the Yantai Municipal Bureau of Industry and Information Technology in 2022, the “High-Tech Enterprise” awarded by the Shandong Provincial Department of Science and Technology, Shandong Provincial Department of Finance, and Shandong Provincial Taxation Bureau of the State Administration of Taxation in 2022, the “Shandong Province ‘One Enterprise, One Technology’ Innovative Enterprises” awarded by the Shandong Provincial Bureau of Small and Medium Enterprises in 2015. 5.A.
Removed
Operating Results. Key Factors that Affect Operating Results Our business and results of operations are affected by China’s overall economic conditions and structural transformations, especially the development of resource reutilization industry, as well as the following company-specific factors. Government policies may impact our business and operating results.
Removed
Our PRC entities are incorporated, and their operations and assets are located, in China.
Removed
Accordingly, our results of operations, financial condition and prospects are affected by China’s regulation conditions in the following factors: (a) economic policies and initiatives undertaken by the PRC government; (b) changes in the Chinese or regional business or regulatory environment affecting the purchase power of consumers of our products; and (c) changes in Chinese government policy affecting our industry.
Removed
Unfavorable changes could affect demand for services that we sell and for services that we provide and could materially and adversely affect the results of operations. We have not seen any impact of unfavorable government policies upon our inception. However, we will seek to make adjustments as required if and when government policies shift.
Removed
Acquisition of New Customers Our business risks will be significantly affected given that a large portion of our revenue is concentrated with a small number of customers. Thus, our operating results and growth prospects will depend on our ability to attract new customers. We are intensely focused on growing our customer base.
Removed
We will continuously develop technologies and products for wastewater recovery, river ecological remediation, odorous water treatment and sewage treatment in rural areas, in an effort to gain more market shares and cover more new customers.
Removed
We will strengthen the network effects of our services and promote our brand awareness, establishing strategic cooperation with local enterprises which are in need of our services.
Removed
Furthermore, we seek to improve the breadth and quality of our services and products, and to enhance our brand recognition, which will allow us to capture additional market share, better optimize the pricing of our products and services, and reach customers in a broader range. 73 Our ability to compete effectively Our business and results of operations depend on our ability to compete effectively in the industry in which we operate.
Removed
Our competitive position may be affected by, among other things, the scope of our services, the quality of our solutions and our ability to customize our services to meet customers’ business needs. We are committed to renovating our existing wastewater treatment technology in the industry in a cost-effective way for our customers.
Removed
We believe that our proprietary technologies and research and development capabilities help us develop products tailored to our customers and we can retain and develop business with existing customers and to attract new customers.
Removed
However, if we are unable to keep up with our product development or innovation, we might not be able to develop new customers or expand our business effectively. In addition, we are subject to competition from within our industry. Increased competition could materially and adversely affect our business and results of operations.
Removed
Expanding Usage by Existing Customers We have amassed a large and diverse customer base covering a wide spectrum of industry enterprises. We believe that there are significant growth opportunities within our existing customers.
Removed
We expect to expand into additional services categories, strive to provide a systematic, one-stop solution for our customers that cover water supply, greywater systems, sewage treatment, and drainage, and continue to invest in sales and marketing and customer success activities to achieve additional revenue growth from existing customers.
Removed
We believe that these efforts will have a long-term, positive impact on our business and results of operations. Strategic investment and acquisitions We intend to continue to pursue strategic acquisitions and investments in selective technologies and businesses in the resource reutilization industry that will enhance our technology capabilities.
Removed
We believe that a solid acquisition and investment strategy may be critical for us to accelerate our growth and strengthen our competitive position in the future. Our ability to identify and execute strategic acquisitions and investments will likely have an effect on our operating results over time.
Removed
COVID-19 Impacts On March 11, 2020, the World Health Organization announced that the global outbreak of a new strain of coronavirus, COVID-19, a pandemic. Across China, the pandemic resulted in the temporary closures of a great number of corporate offices, retail stores, and manufacturing facilities. As such, our business and operations have been affected.
Removed
For the year ended October 31, 2021, our operations were significantly affected, as we experienced delays and interruptions in the implementation and completion of wastewater treatment projects and river water quality management, as well as difficulty producing and distributing our microbial products due to quarantine, travel restrictions, and temporary closures of stores and manufacturing facilities.
Removed
Starting in 2022, countries around the world have gradually eased various restrictive measures and largely resumed business activities. We, our customers and our business partners have been gradually recovering from the slowdown and disruptions due to the lockdown and travel restrictions as a result of the COVID-19 pandemic.
Removed
We have not experienced any disruptions in our operations due to COVID-19 recently, as the lockdown measures and travel restrictions have been lifted. However, in late March and April 2022, certain regions in China were subject to lock-downs and other constraints imposed by the local government authorities due to a new wave of COVID-19 outbreak in those regions.
Removed
As a result, employees who resided in those regions were required to work remotely and/or had to cancel any business travels. Despite the foregoing, for the years ended October 31, 2023 and 2022, we saw an increase in revenues and order activity as compared to the beginning of the COVID-19 pandemic.
Removed
For the fiscal years ended October 31, 2024 and 2023, the COVID-19 pandemic has had no impact on our operations. Our operations and business activities have returned to pre-pandemic levels, and we expect to see relatively disruption-free growth of our services and products.
Removed
However, our performance during the fiscal year ended October 31, 2024, as well as other metrics such as revenues, gross margins and other financial and operating data, may not be indicative of results for future periods.
Removed
Such increased demand may increase beyond manageable levels, may fluctuate significantly, or may not continue, including the possibility that demand may decrease from historical levels. The continued impact of this pandemic on the global economy, on our business and results of operations and those of our customers and suppliers remains uncertain.
Removed
If any of the third parties with whom we work, including our customers and suppliers, are adversely affected by the pandemic, we could be negatively impacted, even if the pandemic is not directly impacting our operations.
Removed
While we do not expect the pandemic and related events will continue to have a negative effect on our business and could accelerate or magnify one or more of the risks described elsewhere in this annual report, the full extent and scope of the impact on our business and industry as well as on national, regional and global markets and economies remains uncertain and cannot be predicted. 74 We believe the impacts of COVID-19 should not be underestimated.
Removed
The extent to which COVID-19 may affect our results of operations will depend on a wide range of factors such as new variants, policy response, and social and political implications, which are highly uncertain, difficult to predict, and beyond our control.
Removed
It is also uncertain whether and when the PRC government would re-impose any COVID-19 control measures same as it has implemented before.
Removed
If any future development of the COVID-19 pandemic is not effectively and timely controlled, or if the post-pandemic impacts materially deteriorates in China or globally, our business, results of operations and financial condition could be materially and adversely affected, due to factors such as the slowdown in regional and national economic growth and weakened financial condition of our customers.
Removed
To the extent the COVID-19 pandemic adversely affects our business, financial condition and results of operations, it may also have the effects of heightening many of the other risks described in this “Item 3. Key Information—3.D. Risk Factors” section.
Removed
The factors impacting changes of our revenue streams include the environmental related policies made by the local government, and the economic conditions of the market that would affect the demand from the customers of our pollution treatment services and products. 76 Comparison of the Fiscal Years Ended October 31, 2023 and 2022 The following table sets forth key components of our results of operations during the fiscal years ended October 31, 2023 and 2022, both in dollars and as a percentage of our revenue.
Removed
Years Ended October 31, 2023 2022 Amount % of revenue Amount % of revenue Revenue Wastewater treatment revenue $ 2,355,126 24.93 $ 650,308 18.10 River water quality management revenue 4,436,214 46.96 1,910,425 53.16 Product sales revenue 2,648,445 28.03 1,008,042 28.06 Others 7,549 0.08 24,927 0.69 Total revenue 9,447,334 100.00 3,593,702 100.0 Cost of revenue Wastewater treatment revenue 1,841,604 19.49 482,554 13.43 River water quality management revenue 3,165,712 33.51 1,227,365 34.15 Product sales revenue 1,224,396 12.96 229,894 6.40 Others — / — / Total cost of revenue 6,231,712 65.96 1,939,813 53.98 Gross profit 3,215,622 34.04 1,653,889 46.02 Selling expenses 70,128 0.74 32,517 0.90 General and administrative expenses 851,130 9.01 1,061,967 29.55 Research and development expenses 122,441 1.30 60,883 1.69 Income from operations 2,171,923 22.99 498,522 13.87 Total other (expenses) income, net 4,617 0.05 (67,073 ) (1.87 ) Net income before income taxes 2,176,540 23.04 431,449 12.01 Income tax expenses (316,927 ) (3.35 ) (59,014 ) (1.64 ) Net income $ 1,859,613 19.68 $ 372,435 10.36 77 The following table lists the calculation methods of gross profit and gross profit margin of each type of revenue: For the years ended October 31, Changes 2023 2022 Amount % Wastewater treatment revenue Net revenue $ 2,355,126 $ 650,308 1,704,818 262.16 % Cost of revenue 1,841,604 482,554 1,359,050 281.64 % Gross profit $ 513,522 $ 167,754 345,768 206.12 % Gross profit margin 21.80 % 25.80 % 20.28 % 78.60 % River water quality management revenue Net revenue $ 4,436,214 $ 1,910,425 2,525,789 132.21 % Cost of revenue 3,165,712 1,227,365 1,938,347 157.93 % Gross profit $ 1,270,502 $ 683,060 587,442 86.00 % Gross profit margin 28.64 % 35.75 % 23.26 % 65.06 % Product sales revenue Net revenue $ 2,648,445 $ 1,008,042 1,640,403 162.73 % Cost of revenue 1,224,396 229,894 994,502 432.59 % Gross profit $ 1,424,049 $ 778,148 645,901 83.00 % Gross profit margin 53.77 % 77.19 % 39.37 % 51.00 % Other related revenue Net revenue $ 7,549 $ 24,927 (17,378 ) (69.72 )% Cost of revenue — — — — Gross profit $ 7,549 $ 24,927 (17,378 ) (69.72 )% Gross profit margin 100.00 % 100.00 % 100.00 % 100.00 % Total Net revenue $ 9,447,334 $ 3,593,702 5,853,632 162.89 % Cost of revenue 6,231,712 1,939,813 4,291,899 221.25 % Gross profit $ 3,215,622 $ 1,653,889 1,561,733 94.43 % Gross profit margin 34.04 % 46.02 % 26.68 % 57.97 % Our revenue primarily comes from wastewater treatment projects, river water quality management services, product sales, and other related activities.
Removed
Total revenue increased by 162.89% or $5,853,632 to $9,447,334 for the fiscal year ended October 31, 2023 compared with total revenue of $3,593,702 for the fiscal year ended October 31, 2022, demonstrating our company’s resilience, adaptability and maintaining profitability in a fluctuating economic environment.
Removed
This substantial growth was primarily due to the lingering effects of the COVID-19 pandemic, several non-completion wastewater treatment projects from the previous year were accepted by the customers during FY2023.
Removed
Consequently, the gross profit margin was 21.80% and 25.80% for the fiscal years ended October 31, 2023 and 2022, respectively.
Removed
This substantial growth is reflective of successful bids and project completions in this segment. However, the projects in this segment for the fiscal year 2024 was mainly based on civil works, such as dredging and stormwater pipe network, with relatively low gross profits.
Removed
For the fiscal year ended October 31, 2023, the revenue from river water quality management increased significantly to $4,436,214 for the fiscal year ended October 31, 2023, as compared to $1,910,425 for the fiscal year ended October 31, 2022, with an increase of 132.21%.
Removed
This substantial growth is reflective of successful bids and project completions in this segment during the fiscal year 2023. However, the costs associated were also substantial, leading to a gross profit margin of 28.64% for FY2023, as compared to 35.75% for FY2022.
Removed
Gross profit as a percentage of revenue was 35.75% for the fiscal year ended October 31, 2024, compared to gross margin of 53.77% for the fiscal year ended October 31, 2023. For the fiscal year ended October 31, 2022, the revenue from product sales was $1,008,042.

… 33 more changes not shown on this page.

Item 6. [Reserved]

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

39 edited+2 added−13 removed56 unchanged
The audit committee is responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; 87 ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; and ● reporting regularly to the board.
The audit committee is responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; and ● reporting regularly to the board.
We pay social insurance for some of our employees, covering all five types of social insurance, including pension, medical insurance, work-related injury insurance, unemployment insurance, and maternity insurance. We believe that we are in material compliance with the relevant PRC employment laws. 89 6.E.
We pay social insurance for some of our employees, covering all five types of social insurance, including pension, medical insurance, work-related injury insurance, unemployment insurance, and maternity insurance. We believe that we are in material compliance with the relevant PRC employment laws. 6.E.
None of the other shareholders of Decent Ecolo Limited has held or is currently holding a management position at Decent Cayman. However, pursuant to the organizational documents of Decent Ecolo Limited, Dingyan SUN has sole voting and dispositive power over all of the Ordinary Shares held by Decent Ecolo Limited.
None of the other shareholders of Decent Ecolo Limited has held or is currently holding a management position at Decent Cayman. However, pursuant to the organizational documents of Decent Ecolo Limited, Dingyan SUN has sole voting and dispositive power over all of the Class A Ordinary Shares held by Decent Ecolo Limited.
Compensation of Directors and Executive Officers For the fiscal year ended October 31, 2024, we paid an aggregate of RMB408,480 (approximately US$56,847), which is the total amount of base salary plus bonus, in cash to our executive officers and directors.
For the fiscal year ended October 31, 2024, we paid an aggregate of RMB408,480 (approximately US$56,847), which is the total amount of base salary plus bonus, in cash to our executive officers and directors.
Haicheng XU, Shaohui JIA, and Lianlian WANG disclaim beneficial ownership of the Ordinary Shares held by Decent Ecolo Limited except to the extent of their pecuniary interests therein. 6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. Not applicable. 90 Item 7. Major Shareholders and Related Party Transactions 7.A. Major Shareholders Please refer to “Item 6.
Haicheng XU, Shaohui JIA, and Lianlian WANG disclaim beneficial ownership of the Class A Ordinary Shares held by Decent Ecolo Limited except to the extent of their pecuniary interests therein. 6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. Not applicable. Item 7. Major Shareholders and Related Party Transactions 7.A. Major Shareholders Please refer to “Item 6.
Share Ownership The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Ordinary Shares as of the date of this annual report by: ● each of our directors and executive officers who beneficially owns our Ordinary Shares; and ● each person known to us to own beneficially more than 5% of our Ordinary Shares.
Share Ownership The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Class A Ordinary Shares as of the date of this annual report by: ● each of our directors and executive officers who beneficially owns our Class A Ordinary Shares; and ● each person known to us to own beneficially more than 5% of our Class A Ordinary Shares.
In computing the number of the Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Ordinary Shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person.
In computing the number of the Class A Ordinary Shares and Class B Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Class A Ordinary Shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person.
(4) The Ordinary Shares of Decent Ecolo Limited are owned in the following proportions by the following individuals: 29.47% (Dingyan SUN), 27.61% (Haicheng XU), 26.50% (Shaohui JIA), and 16.42% (Lianlian WANG). Mr. Haicheng XU is the chief executive officer of the Company and Ms. SUN is the director of the Company.
(4) The Class A Ordinary Shares of Decent Ecolo Limited are owned in the following proportions by the following individuals: 29.47% (Dingyan SUN), 27.61% (Haicheng XU), 26.50% (Shaohui JIA), and 16.42% (Lianlian WANG). Mr. Haicheng XU is the chief executive officer of the Company and Ms. SUN is the director of the Company.
Ltd. to obtain a loan of RMB 9,990,000 for a term from April 21, 2022 to April 17, 2023 with an annual interest rate of 4.35%. As of the date of this annual report, it has fully repaid the total outstanding balance upon maturity on November 9, 2022.
Ltd. to obtain a loan of RMB9,990,000 for a term from April 21, 2022 to April 17, 2023 with an annual interest rate of 4.35%. As of the date of this annual report, it has fully repaid the total outstanding balance upon maturity on November 9, 2022.
Ms. SUN has 19 years of experience in accounting. Currently, she is serving as the director and cashier of Decent China, where she is responsible for handling and managing the day-to-day cash flow of the company, including tasks such as cash withdrawals, payments, deposits, and maintaining cash ledgers.
Dingyan SUN is the director of our company. Ms. SUN has 19 years of experience in accounting. Currently, she is serving as the director and cashier of Decent China, where she is responsible for handling and managing the day-to-day cash flow of the company, including tasks such as cash withdrawals, payments, deposits, and maintaining cash ledgers.
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our customers or prospective customers, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations and rights for these inventions, designs and trade secrets. 86 In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment.
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our customers or prospective customers, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations and rights for these inventions, designs and trade secrets. 77 Table of Contents In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment.
Except as otherwise indicated in the footnotes to the following table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all Ordinary Shares shown as beneficially owned by them.
Except as otherwise indicated in the footnotes to the following table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all Class A Ordinary Shares and Class B Ordinary Shares shown as beneficially owned by them.
The total amount of loans guaranteed by the related parties as of October 31, 2024, 2023 and 2022 was $nil, $nil, and $1,805,662, respectively. On April 21, 2022, Shandong Dingxin Microecosystem Technology Co., Ltd. (former name of Decent China) entered into a loan agreement with the Yantai Rural Commercial Bank Co.
The total amount of loans guaranteed by the related parties as of October 31, 2025, 2024 and 2023 was $nil, $nil, and $ nil, respectively. On April 21, 2022, Shandong Dingxin Microecosystem Technology Co., Ltd. (former name of Decent China) entered into a loan agreement with the Yantai Rural Commercial Bank Co.
Our officers are appointed by and serve at the discretion of the board of directors and may be removed by our board of directors. 6.D. Employees As of the date of this annual report, we have 16 full-time employees.
Our officers are appointed by and serve at the discretion of the board of directors and may be removed by our board of directors. 80 Table of Contents 6.D. Employees As of the date of this annual report, we have 16 full-time employees.
Property, Plants and Equipment.” Loan guarantee provided by related parties and loans from and to related parties In connection with the Company’s short-term and long-term loans from the PRC banks, the Company’s controlling shareholder and director and other shareholder, as well as the related party owned by the Company’s controlling shareholder and director, jointly signed guarantee agreements by pledging their own properties with the banks to secure the bank loans.
Loan guarantee provided by related parties and loans from and to related parties In connection with the Company’s short-term and long-term loans from the PRC banks, the Company’s controlling shareholder and director and other shareholder, as well as the related party owned by the Company’s controlling shareholder and director, jointly signed guarantee agreements by pledging their own properties with the banks to secure the bank loans.
Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Mr. Tao FENG, Mr. Zijian TONG, and Mr. Chun Yu Leeds CHOW and is chaired by Mr. Chun Yu Leeds CHOW. Mr. Tao FENG, Mr. Zijian TONG, and Mr.
Each committee’s members and functions are described below. 78 Table of Contents Audit Committee. Our audit committee consists of Mr. Tao FENG, Mr. Zijian TONG, and Mr. Chun Yu Leeds CHOW and is chaired by Mr. Chun Yu Leeds CHOW. Mr. Tao FENG, Mr. Zijian TONG, and Mr.
The compensation committee is responsible for, among other things: ● reviewing the total compensation package for our executive officers and making recommendations to the board; ● reviewing the compensation of our non-employee directors and making recommendations to the board with respect to it; and ● periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.
The compensation committee is responsible for, among other things: ● reviewing the total compensation package for our executive officers and making recommendations to the board; ● reviewing the compensation of our non-employee directors and making recommendations to the board with respect to it; and ● periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans. 79 Table of Contents Nominating and Corporate Governance Committee.
Dingxin SUN is serving as the Chairman of the Board and director of the Company and our Operating Subsidiary, Shandong Dingxin Ecology Environmental Co., Ltd. (2) Shandong Dingxin Energy Saving Technology Group Co. Ltd. is a company directly controlled by Dingxin SUN, Chairman of the Board and director of the Company. (3) Yantai Dingxin Environmental Protection Engineering Co.
Dingxin SUN is serving as the Chairman of the Board and director of the Company and our Operating Subsidiary, Shandong Dingxin Ecology Environmental Co., Ltd. (2) Shandong Dingxin Energy Saving Technology Group Co. Ltd. is a company directly controlled by Dingxin SUN, Chairman of the Board and director of the Company.
He obtained a Bachelor of Law from Ningbo University, a Master of Economic Law from Zhejiang University, and a Master of Economics from Zhejiang University. 85 Zijian TONG, Independent Director and Chairman of the Compensation Committee Mr.
He obtained a Bachelor of Law from Ningbo University, a Master of Economic Law from Zhejiang University, and a Master of Economics from Zhejiang University. 76 Table of Contents Zijian TONG, Independent Director and Chairman of the Compensation Committee Mr.
While at Sinopec Yantai branch, he carried out extensive reform of the business model and compensation model of the Yantai branch and successfully boosted the revenue of gas stations. Mr. Sun holds a college degree in Economic Commerce from Ludong University (formerly known as Yantai Normal University). 84 Dingyan SUN, Director Ms. Dingyan SUN is the director of our company.
While at Sinopec Yantai branch, he carried out extensive reform of the business model and compensation model of the Yantai branch and successfully boosted the revenue of gas stations. Mr. Sun holds a college degree in Economic Commerce from Ludong University (formerly known as Yantai Normal University). 75 Table of Contents Dingyan SUN, Director Ms.
Directors and Senior Management Set forth below is information concerning our directors and executive officers as of the date of this annual report: Directors and Executive Officers Age Position/Title Dingxin SUN 62 Chairman of the Board, Director Dingyan SUN 59 Director Haicheng XU 44 Chief Executive Officer Francis ZHANG 44 Chief Financial Officer Tao FENG (1)(2)(3) 56 Independent Director, Chairman of the Nominating and Corporate Governance Committee Zijian TONG (1)(2)(3) 46 Independent Director, Chairman of the Compensation Committee Chun Yu Leeds CHOW (1)(2)(3) 36 Independent Director, Chairman of the Audit Committee (1) Member of the Audit Committee.
Directors and Senior Management Set forth below is information concerning our directors and executive officers as of the date of this annual report: Directors and Executive Officers Age Position/Title Dingxin SUN 63 Chairman of the Board, Director Dingyan SUN 60 Director Haicheng XU 45 Chief Executive Officer Francis ZHANG 45 Chief Financial Officer Tao FENG (1)(2)(3) 57 Independent Director, Chairman of the Nominating and Corporate Governance Committee Zijian TONG (1)(2)(3) 47 Independent Director, Chairman of the Compensation Committee Chun Yu Leeds CHOW (1)(2)(3) 37 Independent Director, Chairman of the Audit Committee (1) Member of the Audit Committee.
For the fiscal year ended October 31, 2022, we paid an aggregate of RMB125,594 (US$18,987), which is the total amount of base salary plus bonus, in cash to our executive officers and directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.
For the fiscal year ended October 31, 2023, we paid an aggregate of RMB273,760 (US$40,000), which is the total amount of base salary plus bonus, in cash to our executive officers and directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.
The nominating and corporate governance committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us; ● selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. 88 Duties of Directors As a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company.
The nominating and corporate governance committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us; ● selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
As of October 31, 2024, 2023, and 2022, the balance of loans due from/(to) our related parties were loan advances between the Company and related parties under the Company’s normal course of business. All of which were interest-free and repayable upon demand. As of October 31, 2024, the amount due to related parties amounted to RMB449,937.15(US$ 63,222).
As of October 31, 2025, 2024, and 2023, the balance of loans due from/(to) our related parties were loan advances between the Company and related parties under the Company’s normal course of business. All of which were interest-free and repayable upon demand. As of October 31, 2025, the amount due to related parties amounted to nil.
As of October 31, 2023, the amount due to related parties amounted to RMB183,000 (US$25,012). As of the date of this annual report, the balance of loan due to our related parties has been fully settled. 93 7.C. Interests of Experts and Counsel Not applicable for annual reports on Form 20-F.
As of October 31, 2024, the amount due to related parties amounted to RMB449,937.15(US$ 63,222). As of the date of this annual report, the balance of loan due to our related parties has been fully settled. 7.C. Interests of Experts and Counsel Not applicable for annual reports on Form 20-F.
SUN has the sole voting and dispositive power of all the shares held by Decent Ecolo Limited. Decent Ecolo Limited is a company incorporated under the laws of the British Virgin Islands. The registered office address of Decent Ecolo Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
Decent Ecolo Limited is a company incorporated under the laws of the British Virgin Islands. The registered office address of Decent Ecolo Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
For the fiscal year ended October 31, 2023, we paid an aggregate of RMB273,760 (US$40,000), which is the total amount of base salary plus bonus, in cash to our executive officers and directors.
Compensation of Directors and Executive Officers For the fiscal year ended October 31, 2025, we paid an aggregate of RMB1,773,471 (US$249,192), which is the total amount of base salary plus bonus, in cash to our executive officers and directors.
Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities.
Shareholders who own our Class B Ordinary Shares have twenty votes per Class B Ordinary Share. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities.
As of the date of the annual report, the Company had no outstanding balance of loans guaranteed by the Company’s certain shareholders. 92 Proceeds from related parties * FY2024 FY2023 FY2022 Name of Related Party Borrowing Repayment Borrowing Repayment Borrowing Repayment Dingxin SUN (1) $ — $ (25,468 ) $ 132,084 $ (133,924 ) $ 29,630 $ — Youquan ZHU (2)(3) — — — — — (78,609 ) Totals $ — $ (25,468 ) $ 132,084 $ (133,924 ) $ 29,630 $ (78,609 ) Loans made to related parties * FY2024 FY2023 FY2022 Name of Related Party Lending Repayment Lending Repayment Lending Repayment Junrong Capital Holding (Shandong) Group Co.
As of the date of the annual report, the Company had no outstanding balance of loans guaranteed by the Company’s certain shareholders. 83 Table of Contents Proceeds from related parties * FY2025 FY2024 FY2023 Name of Related Party Borrowing Repayment Borrowing Repayment Borrowing Repayment Dingxin SUN (1) $ - $ - $ - $ (25,468 ) $ 132,084 $ (133,924 ) Youquan ZHU (2)(3) - - - - - - Totals $ - $ - $ - $ (25,468 ) $ 132,084 $ (133,924 ) Loans made to related parties * FY2025 FY2024 FY2023 Name of Related Party Lending Repayment Lending Repayment Lending Repayment Dingxin SUN (1) - 39,186 39.348 - - - Yantai Development Zone Xingshun Petroleum Co.
Name of Beneficial Owner Amount of Beneficial Ownership of Ordinary Shares Percentage Director and Executive Officer (1) : Dingxin SUN (2) 13,026,000 80.16 % Dingyan SUN (3)(4) 1,902,000 11.71 % Haicheng XU — — Francis ZHANG — — Tao FENG — — Zijian TONG — — Chun Yu Leeds CHOW — — Director and executive officer as a group 14,928,000 91.86 % 5% or Greater Shareholders: Decent Limited (2) 13,026,000 80.16 % Decent Ecolo Limited (3)(4) 1,902,000 11.71 % (1) The business address for our directors and executive officers is at 4 th Floor & 5 th Floor North Zone, Dingxin Building, No. 106 Aokema Avenue, Laishan District, Yantai, Shandong Province, People’s Republic of China 264003.
Class A Ordinary Shares Beneficially Owned Class B Ordinary Shares Beneficially Owned Voting Power Number % Number % % Directors and Executive Officers (1) : Dingxin SUN (2) 8,026,000 19.88 % 5,000,000 100 % 76.95 % Dingyan SUN (3)(4) 1,902,000 4.71 % — — 1.36 % Haicheng XU — — — — — Francis ZHANG — — — — — Tao FENG — — — — — Zijian TONG — — — — — Chun Yu Leeds CHOW — — — — — All directors and executive officers as a group (7 individuals): 9,928,000 24.59 % 5,000,000 100 % 78.31 % 5% or Greater Shareholders Decent Limited (2) 8,026,000 19.88 % 5,000,000 100 % 76.95 % (1) The business address for our directors and executive officers is at 4 th Floor & 5 th Floor North Zone, Dingxin Building, No. 106 Aokema Avenue, Laishan District, Yantai, Shandong Province, People’s Republic of China 264003.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Mr. Tao FENG, Mr. Zijian TONG, and Mr. Chun Yu Leeds CHOW and is chaired by Mr. Tao FENG. Mr. Tao FENG, Mr. Zijian TONG, and Mr.
Our nominating and corporate governance committee consists of Mr. Tao FENG, Mr. Zijian TONG, and Mr. Chun Yu Leeds CHOW and is chaired by Mr. Tao FENG. Mr. Tao FENG, Mr. Zijian TONG, and Mr. Chun Yu Leeds CHOW each satisfies the “independence” requirements of Section Rule 5605 of the Corporate Governance Rules of Nasdaq Stock Market.
The calculations in the table below are based on the 16,250,000 Ordinary Shares issued and outstanding as of the date of this annual report. All of our shareholders who own our Ordinary Shares have the same voting rights.
The calculations in the table below are based on the 40,377,562 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares issued and outstanding as of the date of this annual report. Shareholders who own our Class A Ordinary Shares have one vote per Class A Ordinary Share.
Chun Yu Leeds CHOW each satisfies the “independence” requirements of Section Rule 5605 of the Corporate Governance Rules of Nasdaq Stock Market. The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
The registered office address for Decent Cayman is at Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands. (2) Mr. Dingxin SUN beneficially owns 13,026,000 Ordinary Shares held by Decent Limited, a company incorporated under the laws of the British Virgin Islands and is controlled by Mr. Sun.
The registered office address for Decent Cayman is at Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands. 81 Table of Contents (2) Mr.
Compensation—Employment Agreements .” Other Transactions with Related Parties The table below sets forth the major related parties and their relationships with the Company as of October 31, 2024, 2023, and 2022: Balance and transactions with related parties October 31, 2024 October 31, 2023 October 31, 2022 Due from related parties Yantai Dingxin Environmental Protection Engineering Co. Ltd.
Compensation-Employment Agreements .” 82 Table of Contents Other Transactions with Related Parties The table below sets forth the major related parties and their relationships with the Company as of October 31, 2025, 2024, and 2023: Balance and transactions with related parties October 31, 2025 October 31, 2024 October 31, 2023 Due from related parties Dingxin SUN (1) 490 40,154 514 Totals $ 490 $ 40,154 $ 514 Due to related parties Dingxin SUN (1) - - 25,012 Shandong Dingxin Energy Saving Technology Group Co.
The registered office address of Decent Limited is at Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands. (3) Ms. Dingyan SUN is deemed to beneficially own 1,902,000 Ordinary Shares through Decent Ecolo Limited, a British Virgin Islands company holding 1,902,000 of our Ordinary Shares. Ms.
Dingxin SUN beneficially owns 8,026,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares held by Decent Limited, a company incorporated under the laws of the British Virgin Islands and is controlled by Mr. Sun. The registered office address of Decent Limited is at Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
(4) — — — 10,759 (11,489 ) — Yantai Special Enterprise Management Center (Limited partnership) (5) — — — — 74,830 Totals $ 39.348 $ — $ — $ 10,759 $ (1,472,562 ) $ 2,312,566 * Proceed from and loan made to related parties above represented the Group’s interest-free loans.
Ltd. (4) - - - - - 10,759 Totals $ - $ 39,186 $ 39.348 $ - $ - $ 10,759 * Proceed from and loan made to related parties above represented the Group’s interest-free loans.
In addition, a director will cease to be a director if he (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing; (iv) without special leave of absence from our board, is absent from meetings of our board for three consecutive meetings and our board resolves that his office be vacated; or (v) is removed from office pursuant to any other provision of our articles of association.
In addition, a director will cease to be a director if (a) he absents himself (without being represented by an alternate director appointed by him) from three consecutive meetings of the board of directors without special leave of absence from the directors, and they pass a resolution that he has by reason of such absence vacated office; (b) he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; (c) he is found to be or becomes of unsound mind; or (d) all the other directors (being not less than two in number) resolve that he should be removed as a director.
(2) 63,222 81,777 27,150 Totals $ 63,222 $ 106,789 $ 53,982 91 Transactions with related parties Name of Related Party Nature October 31, 2024 October 31, 2023 October 31, 2022 Yantai Dingxin Environmental Protection Engineering Co. Ltd. (3) Vehicle rental (10) $ — $ — $ 33,524 Yantai Dingxin Environmental Protection Engineering Co. Ltd.
Ltd. (2) - 63,222 81,777 Totals $ - $ 63,222 $ 106,789 Transactions with related parties Name of Related Party Nature October 31, 2025 October 31, 2024 October 31, 2023 Shandong Dingxin Energy Saving Technology Group Co. Ltd. (2) Office rental (13) - 55,668 53,678 Nature of relationships with related parties (1) Mr.
Removed
(3) $ — $ — $ 7,972 Yantai Tong Qu Vientiane Culture Entertainment Co. Ltd. (4) — — Dingxin SUN (1) 40,154 514 — Haicheng XU (6) — — 274 Yantai Development Zone Xingshun Petroleum Co. Ltd. (5) — — 10,404 Yantai Special Enterprise Management Center (Limited Partnership) (8) — — — Shandong Yunguo E-commerce Co. Ltd.
Added
Duties of Directors As a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company.
Removed
(9) — — — Totals $ 40,154 $ 514 $ 18,650 Due to related parties Youquan ZHU (7) $ — $ — $ — Dingxin SUN (1) — 25,012 26,832 Yantai Development Zone Xingshun Petroleum Co. LTD (5) — — — Shandong Dingxin Energy Saving Technology Group Co. Ltd.
Added
(3) Ms. Dingyan SUN is deemed to beneficially own 1,902,000 Class A Ordinary Shares through Decent Ecolo Limited, a British Virgin Islands company holding 1,902,000 of our Class A Ordinary Shares. Ms. SUN has the sole voting and dispositive power of all the shares held by Decent Ecolo Limited.
Removed
(3) Purchase of vehicles (11) — — 143,613 Shandong Yunguo E-commerce Co. Ltd. (9) Purchase of sewage treatment reagents (12) — — 101,708 Shandong Dingxin Energy Saving Technology Group Co. Ltd. (2) Office rental (13) 55,668 53,678 45,904 Nature of relationships with related parties (1) Mr.
Removed
Ltd. is a company directly controlled by Dingxin SUN, Chairman of the Board and director of the Company. The amount due from this party as of October 31, 2022 was subsequently settled completely in December 2022. (4) Yantai Tong Qu Vientiane Culture Entertainment Co.
Removed
Ltd. is a company directly controlled by Dingxin SUN, Chairman of the Board and director of the Company. (5) Yantai Development Zone Xingshun Petroleum Co. Ltd. is a company directly controlled by Dingxin SUN, Chairman of the Board and director of the Company.
Removed
The amount due from this party as of October 31, 2022 was subsequently settled completely in December 2022. (6) Mr. Haicheng XU is serving as the Chief Executive Officer of the Company and general manager of our Operating Subsidiary, Shandong Dingxin Ecology Environmental Co., Ltd.
Removed
The amount due from this party as of October 31, 2022 was subsequently settled completely in March 2023. (7) Mr. Youquan ZHU directly controls one of our shareholders, Junrong International Limited. (8) Yantai Special Enterprise Management Center (Limited partnership) is a company beneficially owned by Youquan ZHU. Mr. Zhu also directly controls one of our shareholders, Junrong International Limited.
Removed
(9) Shandong Yunguo E-commerce Co. Ltd. is a company of which Youquan ZHU is the legal representative and actual controller. Mr. ZHU also directly controls one of our shareholders, Junrong International Limited. (10) Shandong Dingxin Microecosystem Technology Co., Ltd. (former name of Decent China) rented the vehicle from Yantai Dingxin Environmental Protection Engineering Co.
Removed
Ltd for a term from October 1, 2018 to August 31, 2022. (11) Shandong Dingxin Microecosystem Technology Co., Ltd. (former name of Decent China) purchased two vehicles from Yantai Dingxin Environmental Protection Engineering Co. Ltd on June 28, 2022 and August 12, 2022, respectively. (12) Shandong Dingxin Microecosystem Technology Co., Ltd.
Removed
(former name of Decent China) entered into two purchase agreements with Shandong Yunguo E-commerce Co. Ltd. for the purchase of sewage treatment reagents on October 11, 2021 and December 28, 2021, respectively. (13) The Company has entered into the two lease agreements with Shandong Dingxin Energy-Saving Technology Group Co., Ltd..
Removed
Details of the lease agreements can be found under “Item 4. Information on the Company — 4.D.
Removed
Ltd (2) (3) $ — $ — $ — $ — $ (393,046 ) $ 393,046 Dingxin SUN (1) 39.348 — — — (1,068,027 ) 1,844,690 Yantai Development Zone Xingshun Petroleum Co. Ltd.
Removed
(5) Yantai Special Enterprise Management Center (Limited partnership) is a company of which Youquan ZHU is the beneficial owner. Mr. ZHU also directly controls one of our shareholders, Junrong International Limited.

Item 7. Management's Discussion & Analysis

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

9 edited+1 added−0 removed6 unchanged
If the Nasdaq Capital Market delists our securities from trading, we could face significant consequences, including: ● limited availability for market quotations for our securities; ● reduced liquidity with respect to our securities; ● a determination that our Ordinary Share is a “penny stock,” which will require brokers trading in our Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Share; ● limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.
If the Nasdaq Capital Market delists our securities from trading, we could face significant consequences, including: ● limited availability for market quotations for our securities; ● reduced liquidity with respect to our securities; ● a determination that our Class A Ordinary Share is a “penny stock,” which will require brokers trading in our Class A Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Ordinary Share; ● limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.
Major Shareholders and Related Party Transactions .” 47 If we cannot continue to satisfy the listing requirements and other rules of the Nasdaq Capital Market, although we are exempt from certain corporate governance standards applicable to U.S. issuers as a Foreign Private Issuer, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.
Major Shareholders and Related Party Transactions .” If we cannot continue to satisfy the listing requirements and other rules of the Nasdaq Capital Market, although we are exempt from certain corporate governance standards applicable to U.S. issuers as a Foreign Private Issuer, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.
In the event that our Ordinary Shares are delisted from the Nasdaq Capital Market, depending on market fluctuations, they could be considered to be a “penny stock” within the meaning of the rules, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock.
In the event that our Class A Ordinary Shares are delisted from the Nasdaq Capital Market, depending on market fluctuations, they could be considered to be a “penny stock” within the meaning of the rules, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock.
Our Ordinary Shares have been approved for listing on the Nasdaq Capital Market under the symbol “DXST.” In order to maintain our listing on the Nasdaq Capital Market, we are required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum shareholders’ equity, minimum share price, and certain corporate governance requirements.
Our Class A Ordinary Shares have been approved for listing on the Nasdaq Capital Market under the symbol “DXST.” In order to maintain our listing on the Nasdaq Capital Market, we are required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum shareholders’ equity, minimum share price, and certain corporate governance requirements.
Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be considered a penny stock issuer, our management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. 48
Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be considered a penny stock issuer, our management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. 47 Table of Contents
Our Ordinary Shares are traded under $5.00 per share. In the event that our Ordinary Shares are delisted from Nasdaq, they may be considered penny stocks and thus be subject to the “penny stock” rules. Trading in penny stocks has certain restrictions and these restrictions could negatively affect the price and liquidity of our Ordinary Shares.
Our Class A Ordinary Shares are traded under $5.00 per share. In the event that our Class A Ordinary Shares are delisted from Nasdaq, they may be considered penny stocks and thus be subject to the “penny stock” rules.
In addition, a broker/dealer must receive the purchaser’s written consent to the transaction prior to the purchase and must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our Ordinary Shares, and may negatively affect the ability of holders of our Ordinary Shares to resell them.
Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our Class A Ordinary Shares, and may negatively affect the ability of holders of our Class A Ordinary Shares to resell them.
Our Ordinary Shares are traded below $5.00 per share. The SEC has adopted a number of rules to regulate “penny stock” that restricts transactions involving stock which is deemed to be penny stock. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act.
Trading in penny stocks has certain restrictions and these restrictions could negatively affect the price and liquidity of our Class A Ordinary Shares. Our Class A Ordinary Shares are traded below $5.00 per share. The SEC has adopted a number of rules to regulate “penny stock” that restricts transactions involving stock which is deemed to be penny stock.
These rules may have the effect of reducing the liquidity of penny stocks.
Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act. These rules may have the effect of reducing the liquidity of penny stocks.
Added
In addition, a broker/dealer must receive the purchaser’s written consent to the transaction prior to the purchase and must also provide certain written disclosures to the purchaser.