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What changed in Wetouch Technology Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Wetouch Technology Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+464 added415 removedSource: 10-K (2026-04-13) vs 10-K (2025-09-11)

Top changes in Wetouch Technology Inc.'s 2025 10-K

464 paragraphs added · 415 removed · 165 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

11 edited+236 added213 removed1 unchanged
Biggest changeCorporate Structure The diagram below sets forth our corporate structure as of the date of this Annual Report. 3 Private Placement On January 19, 2023, we entered into a securities purchase agreement with certain investors, pursuant to which we sold an aggregate of 160,000,000 shares of common stock of the Company for an aggregate purchase price of $40,000,000, or $0.25 per share.
Biggest changeOn January 19, 2023, the Company sold an aggregate of 8,000,000 shares of common stock to purchasers in a private placement for an aggregate purchase price of $40,000,000, or $5.00 per share. On January 20, 2023, the Company received net proceeds of $40 million accordingly.
Reverse Merger On October 9, 2020, we entered into a share exchange agreement (the “Share Exchange Agreement”) with Wetouch Holding Group Limited, a British Virgin Islands company incorporated on August 14, 2020 under the laws of the British Virgin Islands (“BVI Wetouch”), and all the shareholders of BVI Wetouch (each a “BVI Wetouch Shareholder” and collectively the “BVI Wetouch Shareholders”), to acquire all the issued and outstanding capital stock of BVI Wetouch in exchange for the issuance to the BVI Wetouch Shareholders an aggregate of 28 million shares of our common stock (the “Reverse Merger”).
On October 9, 2020, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Wetouch Holding Group Limited (“BVI Wetouch”) and all the shareholders of BVI Wetouch (each, a “BVI Shareholder” and collectively, the “BVI Shareholders”), to acquire all the issued and outstanding capital stock of BVI Wetouch in exchange for the issuance to the BVI Shareholders an aggregate of 28,000,000 shares (1,400,000 shares post-Reverse Stock Split) of the Company’s common stock (the “Reverse Merger”).
Upon effectiveness of such reverse stock split, the number of authorized shares of common stock of the Company will also be decreased in the same ratio. On July 16, 2023, the Company’s board of directors approved the reverse stock split of the Company’s common stock at a ratio of 1-for-20.
On July 16, 2023, the Company’s board of directors approved the reverse stock split of the Company’s common stock at a ratio of 1-for-20.
For the year ended December 31, 2024, each of our top five customers accounted for approximately 22.0%, 19.1%, 15.3%, 14.5% and 11.5%of our total revenues, representing 82.4% in the aggregate.
For the year ended December 31, 2024, five customers accounted for 22.0%, 19.1%, 15.3%, 14.5%, and 11.5%, respectively, of the Company’s revenue. And the Company’s top 10 customers aggregately accounted for 99.7% and 99.3% of the total revenue for the years ended December 31, 2025 and 2024, respectively.
Our issued and outstanding shares decreased from 11,887,103 to 169,820, while the authorized common stock was adjusted to 300,000,000 shares and preferred stock to 10,000,000 shares, all with a par value of $0.001 per share. 2023 Reverse Stock Split: On February 17, 2023, our board of directors (the “Board”) authorized a reverse stock split of our common stock at a ratio of not less than one to five (1:5) and not more than one to eighty (1:80), with the exact ratio and the timing of the reverse stock split to be determined by the Chairman of the Board.
As of December 31, 2025, there were 11,931,534 shares of common stock issued and outstanding. 2) Reverse Stock Split On February 17, 2023, the Company’s board of directors authorized a reverse stock split of common stock with a ratio of not less than one to five (1:5) and not more than one to eighty (1:80), with the exact amount and the timing of the reverse stock split to be determined by the Chairman of the Board.
On September 11, 2023, the reverse stock split was approved by the Financial Industry Regulatory Authority and took effect on September 12, 2023.
On September 11, 2023, the reverse stock split was approved by the Financial Industry Regulatory Authority and took effect on September 12, 2023. All share information included in this report has been adjusted as if the reverse stock split occurred as of the earliest period presented.
For the year ended December 31, 2024, our top three suppliers, the only suppliers from whom our purchases individually exceeded 10% of our total raw material purchases, accounted for approximately 15.5%, 12.2% and 11.5%, respectively.
Raw material purchases from these suppliers which individually exceeded 10% of the Company’s total raw material purchases, accounted for approximately 46.1% (four suppliers) and 39.1% (three suppliers) of the Company’s total raw material purchases for the years ended December 31, 2025 and 2024, respectively.
On March 2, 2021, HK Wetouch acquired all shares of Hong Kong Wetouch. Hong Kong Wetouch was dissolved on March 18, 2022. In addition, as of March 31, 2021, Sichuan Wetouch’s business and operations were assumed by Sichuan Vtouch. On March 30, 2023, an independent third party acquired all the shares of Sichuan Wetouch for a nominal amount.
F-7 In March 2021, pursuant to local PRC government guidelines on local environmental issues and the national plan, Sichuan Wetouch was under the government directed relocation order. Sichuan Vtouch took over the operating business of Sichuan Wetouch. On March 30, 2023, an independent third party acquired all shares of Sichuan Wetouch for a nominal amount.
The Reverse Merger closed on October 9, 2020. BVI Wetouch was formed to acquire Hong Kong Wetouch Electronics Technology Limited (“Hong Kong Wetouch”), which it acquired on September 11, 2020. As a result, Hong Kong Wetouch became a wholly owned subsidiary of BVI Wetouch.
It became the holding company of Hong Kong Wetouch Electronics Technology Limited (“Hong Kong Wetouch”) on September 11, 2020. Hong Kong Wetouch Technology Limited (“HK Wetouch”), was incorporated as a holding company under the laws of Hong Kong Special Administrative Region (the “SAR”) on December 3, 2020. On March 2, 2021, HK Wetouch acquired all shares of Hong Kong Wetouch.
The 2024 Uplisting Offering closed on February 23, 2024 and generated gross proceeds of $10.8 million. We paid a total of approximately $0.8 million in underwriting discounts and commissions, and approximately $0.8 million for other costs and expenses related to the 2024 Uplisting Offering.
F-27 3) Closing of the 2024 Public Offering On February 23, 2024, the Company closed its offering of 2,160,000 shares of common stock at a public offering price of $5.00 per share, for aggregate gross proceeds of $10.8 million before deducting underwriting discounts, and other offering expenses.
The VAT is based on gross sales price and VAT rates range up to 17%, starting from May 1, 2018, VAT rate was lowered to 16%, and starting from April 1, 2019, VAT rate was further lowered to 13%.
We are currently evaluating the impact of the Act upon our future effective tax rate, tax liabilities, and cash taxes. (s) Value added tax (“VAT”) Sales revenue represents the invoiced value of goods, net of VAT. The VAT is based on gross sales price. Since April 1, 2019, VAT rate was lowered from 16% to 13%.
Removed
ITEM 1. BUSINESS Overview Through our wholly-owned subsidiaries, we are engaged in the research, development, manufacturing, sales and servicing of medium- to large-sized projected capacitive touchscreens.
Added
AND ITS SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Equity for the years Ended December 31,2025 and 2024 F-5 Consolidated Statements of Cash Flows for the years Ended December 31,2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 - F-31 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Wetouch Technology Inc.
Removed
We specialize in large-format touchscreens, which are developed and designed for a wide variety of markets and used in the financial terminals, automotive, Point of Sales, gaming, lottery, medical, Human-Machine Interface (“HMI”), and other specialized industries. Our product portfolio comprises medium- to large-sized projected capacitive touchscreens ranging from 7.0 inch to 42-inch screens.
Added
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Wetouch Technology Inc. and its subsidiaries (collectively, the”Company”) as of December 31, 2025 and the related consolidated statements of operation and comprehensive loss, consolidated statements of changes in shareholders ‘equity, and consolidated statements of cash flows for the years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).
Removed
In terms of the structures of touch panels, we offer (i) Glass-Glass (“GG”), primarily used in GPS/car entertainment panels in mid-size and luxury cars, industrial HMI, financial and banking terminals, POS and lottery machines; (ii) Glass-Film-Film (“GFF”), mostly used in high-end GPS and entertainment panels, industrial HMI, financial and banking terminals, and the lottery and gaming industry; (iii) Plastic-Glass (“PG”), typically adopted by touchscreens in GPS/entertainment panels, motor vehicle GPS, smart home, robotics and charging stations; and (iv) Glass-Film (“GF”), mostly used in industrial HMI.
Added
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Removed
Maintaining the industry standards for product quality and sustainability is one of our core values. Touchscreens produced by us not only have long life span with low maintenance, but also have strong anti-interference and anti-corrosion solutions, coupled with multi-touch capability and high light-transmittance ratio and stability.
Added
Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
Removed
As a technology company, Sichuan Vtouch Technology Co., Ltd., our subsidiary in Mainland China (“Sichuan Vtouch”) has received certifications from domestic and international institutions, such as ISO9001 Quality Management Systems (QMS) Certification of Registration, ISO 14001 Environmental Management System (EMS) Certification of Registration, and RoHS SGS Certification (Restriction of Hazardous Substance Testing Certification).
Added
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Removed
We generate revenues through sales of our various touchscreen products. For the years ended December 31, 2024 and 2023, we recognized approximately $42.3 million and $39.7 million, respectively, in revenues.
Added
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Removed
We sell our touchscreen products both domestically in China and internationally, covering major areas in Mainland China, including but not limited to the eastern, southern, northern and southwest regions of Mainland China, Taiwan, South Korea, Germany and other countries. We believe that we have established a strong and diversified client base.
Added
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Removed
For the years ended December 31, 2024 and 2023, our domestic sales accounted for approximately 64.7% and 69.7%, respectively, of our revenues, and our international sales accounted for approximately 35.3% and 30.3%, respectively, of our revenues.
Added
Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Removed
Corporate History and Structure We were originally incorporated under the laws of the state of Nevada on August 31, 1992 as Gulf West Investment Properties, Inc, and were dormant and had no operations for many years. On February 26, 2019, the Eighth Judicial District Court in and for Clark County, Nevada, Case No.
Added
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Removed
A-19-787151-B, appointed Custodian Ventures LLC, an affiliate of David Lazar, as custodian of the Company (the “Custodian”). Mr. Lazar was appointed as the sole officer and director of the Company.
Added
Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
Removed
On March 11, 2019, 85,715 shares of common stock of the Company were issued to the Custodian in consideration for the payment of cash and the issuance of a promissory note by the Custodian to the Company.
Added
We determined that there are no critical audit matters. /S/ ST & Partners PLT Malaysia April 13, 2026 We have served as the Company’s auditor since 2025 PCAOB ID Number 7261 F-2 WETOUCH TECHNOLOGY INC.
Removed
Effective as of June 11, 2019, the court discharged the Custodian’s duties. 1 On June 18, 2020, we consummated the transactions contemplated by a Stock Purchase Agreement among the Company, the Custodian, Qixun Technology (Samoa) Limited (“Qixun Samoa”) and Qihong Technology (Samoa) Limited (“Qihong Samoa”, Qixun Samoa and Qixun Samoa are referred to as the “Buyers”).
Added
AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Currency expressed in United States Dollars(“US”), except for number of shares) December 31, 2025 December 31, 2024 ASSETS CURRENT ASSETS Cash $ 118,363,448 $ 103,760,324 Accounts receivable, net 6,505,038 7,504,630 Inventories 45,202 112,327 Prepaid expenses and other current assets 1,189,616 2,762,580 TOTAL CURRENT ASSETS 126,103,304 114,139,861 Property, plant and equipment, net 8,885,976 12,782,997 Land use right, net 544,118 Operating right-of-use assets 521,454 1,055,208 Deferred tax assets 71,223 41,397 Long-term prepayment 4,510,973 - TOTAL ASSETS $ 140,637,048 $ 128,019,463 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 1,063,759 $ 1,263,981 Due to a related party 286,311 149,211 Accrued expenses and other current liabilities 1,372,047 966,461 Operating lease liabilities- current 521,454 571,539 TOTAL CURRENT LIABILITIES 3,243,571 2,951,192 Operating lease liabilities- non current - 482,606 TOTAL LIABILITIES $ 3,243,571 $ 3,433,798 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Common stock, $0.001 par value, 15,000,000 shares authorized, 11,931,534 and 11,931,534 issued and outstanding as of December 31, 2025 and 2024, respectively* $ 11,932 $ 11,932 Additional paid in capital* 52,501,680 52,501,680 Statutory reserve 8,073,968 8,073,968 Retained earnings 81,789,884 74,629,374 Accumulated other comprehensive loss -4,983,987 ) (10,631,289 ) TOTAL STOCKHOLDERS’ EQUITY 137,393,477 124,585,665 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 140,637,048 $ 128,019,463 * Retrospectively restated for effect of reverse stock split (1-for-20), see Note 12 (2) The accompanying notes are an integral part of these consolidated financial statements.
Removed
Pursuant to the Stock Purchase Agreement, the Buyers acquired all of the 85,715 shares of the Company owned by the Custodian, representing 50.47% of the issued and outstanding shares of the Company.
Added
AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Currency expressed in United States Dollars(“US”), except for number of shares) The Years Ended December 31, 2025 2024 REVENUES $ 45,136,818 $ 42,280,373 COST OF REVENUES (30,766,304 ) (28,673,574 ) GROSS PROFIT 14,370,514 13,606,799 OPERATING EXPENSES Selling expenses (569,240 ) (752,795 ) General and administrative expenses (3,834,947 ) (3,536,597 ) OPERATING EXPENSES (4,404,187 ) (4,289,392 ) INCOME FROM OPERATIONS 9,966,327 9,317,407 Interest income 156,627 152,336 Interest expense - (1,169,974 ) Other income 35,906 10,708 Gain (loss)on changes in fair value of common stock purchase warrants liability - 378,371 TOTAL OTHER INCOME (EXPENSE), NET 192,533 (628,559 ) INCOME BEFORE INCOME TAX EXPENSES 10,158,860 8,688,848 INCOME TAX EXPENSES (2,998,350 ) (2,657,690 ) NET INCOME $ 7,160,510 $ 6,031,158 OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation adjustment 5,647,302 (3,355,857 ) COMPREHENSIVE INCOME $ 12,807,812 $ 2,675,301 EARNINGS PER COMMON SHARE* Basic $ 0.60 $ 0.52 Diluted $ 0.60 $ 0.52 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING* Basic 11,931,534 11,630,358 Diluted 11,931,534 11,681,063 * Retrospectively restated for effect of reverse stock split (1-for-20), see Note 12 (2) The accompanying notes are an integral part of these consolidated financial statements.
Removed
The Custodian and the Company agreed to indemnify the Buyers from any liabilities of the Company occurring prior to June 18, 2020, and the promissory note issued by the Custodian to the Company was canceled.
Added
AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Currency expressed in United States Dollars(“US”), except for number of shares) Common stock at Par value $0.001 Additional paid-in Statutory Retained Accumulated other comprehensive Total stockholders’ Shares Amount capital reserve Earnings loss equity Balance as of December 31 2023* 9,732,948 $ 9,733 $ 43,514,125 $ 7,195,092 $ 69,477,092 $ (7,275,432 ) $ 112,920,610 Issuance of common stock from the 2024 Public Offering, net of issuance costs 2,160,000 2,160 8,987,594 - - - 8,989,754 Exercise of warrants issued in conjunction with legal/consultant services in 2020 and 2021 35,861 36 (36 ) - - - - Exercise of warrants issued to third parties in conjunction with debt issuance in 2021 2,725 3 (3 ) - - - - Appropriation to statutory reserve 878,876 (878,876 ) Net income - - - - 6,031,158 - 6,031,158 Foreign currency translation adjustment - - - - - (3,355,857 ) (3,355,857 ) Balance as of December 31, 2024 11,931,534 $ 11,932 $ 52,501,680 $ 8,073,968 $ 74,629,374 $ (10,631,289 ) $ 124,585,665 Net income - - - - 7,160,510 - 7,160,510 Foreign currency translation adjustment - - - - - 5,647,302 5,647,302 Balance as of December 31, 2025 11,931,534 $ 11,932 $ 52,501,680 $ 8,073,968 $ 81,789,884 $ (4,983,987 ) $ 137,393,477 * Retrospectively restated for effect of reverse stock split (1-for-20), see Note 12 (2) The accompanying notes are an integral part of these consolidated financial statements.
Removed
Immediately following the closing, David Lazar resigned as the sole officer and director of the Company and Jiaying Cai was appointed as president, secretary and treasurer of the Company and as the sole director.
Added
AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Currency expressed in United States Dollars(“US”),except for number of shares) For the Years Ended December 31, 2025 2024 Cash flows from operating activities Net income $ 7,160,510 $ 6,031,158 Adjustments to reconcile net income to cash provided by operating activities (Reversal of) allowance for credit losses (30,516 ) 44,862 (Reversal of) provision for obsolete inventory (36,971 ) 54,873 Depreciation and amortization 22,374 9,805 Impairment loss on construction in progress 175,426 - Amortization of discounts and issuance cost of the notes - 5,715 (Gain) on changes in fair value of common stock purchase warrants liability - (378,371 ) Amortization of operating Right-of-use assets 601,157 98,387 Changes in operating assets and liabilities: Accounts receivable 1,291,782 (256,681 ) Inventories 107,066 50,328 Prepaid expenses and other current assets 1,622,597 (1,771,602 ) Deferred tax assets (27,256 ) (41,993 ) Long-term investment (4,388,965 ) - Accounts payable (248,654 ) 649,915 Loans from a third party - (135,000 ) Due to related parties 137,100 149,211 Accrued expenses and other current liabilities 393,236 (3,343,142 ) Operating lease liabilities 612,684 (98,387 ) Net cash provided by operating activities 7,391,570 1,069,078 Cash flows from investing activities Purchase of property, plant and equipment (322,304 ) (271,830 ) Net cash used in investing activities (322,304 ) (271,830 ) Cash flows from financing activities Proceeds from issuance of public offerings, net of expenses - 8,989,754 Repayments of convertible promissory notes payable - (1,400,750 ) Net cash provided by financing activities - 7,589,004 Effect of changes of foreign exchange rates on cash 7,533,858 (2,666,482 ) Net increase in cash 14,603,124 5,719,770 Cash, beginning of year 103,760,324 98,040,554 Cash, end of year $ 118,363,448 $ 103,760,324 Supplemental disclosures of cash flow information Interest paid $ - $ 1,186,210 Income taxes paid $ 3,026,273 $ 2,890,222 Supplemental disclosures of non-cash flow information Issue costs charged to additional paid-in capital $ - $ 1,810,246 Exercise of warrant shares $ - $ 38,586 Lease liabilities arising from obtaining right-of-use assets $ 11,526 1,992 The accompanying notes are an integral part of these consolidated financial statements.
Removed
Name Change Effective September 30, 2020, we changed our name from Gulf West Investment Properties, Inc. to Wetouch Technology Inc. by filing an Amended and Restated Articles of Incorporation with the Nevada Secretary of State to give effect to a name change.
Added
F-6 WETOUCH TECHNOLOGY INC. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — BUSINESS DESCRIPTION Wetouch Technology Inc. (“Wetouch”, or the “Company”), formerly known as Gulf West Investment Properties, Inc., was originally incorporated in August 1992, under the laws of the state of Nevada.
Removed
As a result of the name change, we changed our trading symbol from “GLFW” to “WETH,” effective November 3, 2020.
Added
In the Reverse Merger, each ordinary share of BVI Wetouch was exchanged for 2,800 shares (140 shares post-Reverse Stock Split) of common stock of Wetouch. Immediately after the closing of the Reverse Merger on October 9, 2020, the Company had a total of 31,396,394 (1,569,820 shares post-Reverse Stock Split) issued and outstanding shares of common stock.
Removed
Hong Kong Wetouch was incorporated on May 5, 2016 and, on July 19, 2016, acquired all the shares of Sichuan Wetouch Technology Co., Ltd., a PRC company established on May 6, 2011 (“Sichuan Wetouch”). As a result, Sichuan Wetouch became a wholly owned subsidiary of Hong Kong Wetouch.
Added
As a result of the Reverse Merger, BVI Wetouch became a wholly-owned subsidiary of the Company. BVI Wetouch is a holding company whose only asset, held through a subsidiary, is 100% of the registered capital of Sichuan Wetouch Technology Co., Ltd.
Removed
Through BVI Wetouch’s ownership of Hong Kong Wetouch (later dissolved) and Sichuan Wetouch, we indirectly owned the business of Sichuan Wetouch.
Added
(“Sichuan Wetouch”), a limited liability company organized under the laws of the People’s Republic of China (“China” or the “PRC”). Sichuan Wetouch is primarily engaged in the business of research and development, manufacture, and distribution of touchscreen displays to customers both in the PRC and overseas.
Removed
Following the Reverse Merger, Sichuan Wetouch became our indirect wholly owned subsidiary. 2 Acquisition of HK Wetouch Hong Kong Wetouch Technology Limited, a limited company organized under the laws of Hong Kong (“HK Wetouch”), was incorporated on December 3, 2020 to hold all the shares of Sichuan Vtouch Technology Co., Ltd., which was incorporated on December 30, 2020 in Chengdu, Sichuan, under the laws of The People’s Republic of China (“China,” or the “PRC”).
Added
The touchscreen products, which are manufactured by the Company, are primarily for use in financial terminals, automotive, Point of Sales, gaming, lottery, medical, Human-Machine Interface (HMI), and other specialized industries. The Reverse Merger was accounted for as a recapitalization effected by a share exchange, wherein BVI Wetouch is considered the acquirer for accounting and financial reporting purposes.
Removed
On March 12, 2021, BVI Wetouch, our wholly owned subsidiary, acquired all the shares of HK Wetouch from its sole shareholder, Guangde Cai (our former Chairman and Director). As a result, HK Wetouch became a wholly-owned subsidiary of BVI Wetouch.
Added
The assets and liabilities of BVI Wetouch have been brought forward at their book value and no goodwill has been recognized. The number of shares, par value amount, and additional paid-in capital in the prior years are retrospectively adjusted accordingly. Corporate History of BVI Wetouch BVI Wetouch was incorporated under the laws of British Virgin Islands on August 14, 2020.
Removed
Immediately following the acquisition of HK Wetouch, BVI Wetouch owned (i) all the outstanding shares of Hong Kong Wetouch, which, in turn, owned all the outstanding shares of Sichuan Wetouch and (ii) all of the outstanding shares of HK Wetouch, which owned all the shares of Sichuan Vtouch.
Added
Due to the fact that Hong Kong Wetouch and HK Wetouch are both under the same sole stockholder, the acquisition is accounted for under common control. In June 2021, Hong Kong Wetouch completed its dissolution process pursuant to the minutes of its special stockholder meeting.
Removed
The net proceeds of the offering (after deducting legal and accounting fees and expenses) were used by the Company for working capital and general corporate purposes and the repayment of debt. The issuance of the shares in the private placement was exempted from registration pursuant to Section 4(a)(2) and/or Regulation S as promulgated by the U.S.
Added
Sichuan Wetouch was formed on May 6, 2011 in the PRC and became a Wholly Foreign-Owned Enterprise (“WFOE”) in PRC on February 23, 2017. On July 19, 2016, Sichuan Wetouch was 100% held by HK Wetouch. On December 30, 2020, Sichuan Vtouch was incorporated in Chengdu, Sichuan, under the PRC laws.
Removed
Securities and Exchange Commission under the Securities Act. The securities are subject to transfer restrictions, and the certificates evidencing the shares will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Added
As a result of the above restructuring, HK Wetouch became the sole stockholder of Sichuan Vtouch.
Removed
Private Placement Consent Agreement On March 18, 2023, the Company entered into a private placement consent agreement with a third-party investment bank firm (see Note 10) on the agent fees of US$1.2 million, payable only on the completion of a private placement.
Added
The following diagram illustrates the Company’s current corporate structure: F-8 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
Removed
If the private placement is not completed by November 1, 2023, the representatives under the agreement reserve their rights to pursue any and all claims, actions or remedies available to them under the engagement between the Company and the private placement representatives. The Company made the full payment in February 2024.
Added
GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements include the financial statements of Wetouch and its wholly owned subsidiaries.
Removed
Reverse Stock Splits Since our incorporation, we have effected two reverse stock splits of our common stock. 2020 Reverse Stock Split: Effective September 30, 2020, in connection with our name change from Gulf West Investment Properties, Inc. to Wetouch Technology Inc., we effected a 1-for-70 reverse stock split of our common stock.
Added
All significant intercompany transactions and balances have been eliminated upon consolidation (b) Uses of estimates In preparing the consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Removed
As a result, every 70 shares of outstanding common stock were exchanged for one share of new common stock.
Added
These estimates are based on information as of the date of the consolidated financial statements.
Removed
All share information included in this annual report has been retroactively adjusted as if the reverse stock split had occurred as of the earliest period presented. 4 2024 Uplisting Offering On February 20, 2024, we entered into an underwriting agreement with WestPark Capital, Inc. and Craft Capital Management LLC, as representatives (the “2024 Uplisting Offering Representatives”) of the underwriters listed in the underwriting agreement (the “Underwriters”), pursuant to which we agreed to sell to the Underwriters in a firm commitment underwritten public offering (the “2024 Uplisting Offering”) of an aggregate of 2,160,000 shares of our common stock, par value $0.001 per share, at a public offering price of $5.00 per share.
Added
Significant estimates required to be made by management include, but are not limited to, the allowance for estimated uncollectible receivables, fair values of financial instruments, inventory valuations, useful lives of property, plant and equipment, intangible assets, operating lease, the recoverability of long-lived assets, provision necessary for contingent liabilities, revenue recognition and realization of deferred tax assets.
Removed
The 2024 Uplisting Offering was conducted pursuant to a Registration Statement on Form S-1, as amended (SEC filed No. 333-270726), which was declared effective on February 14, 2024. In connection with the 2024 Uplisting Offering, our common stock began trading on the Nasdaq Capital Market under the symbol WETH on February 21, 2024.
Added
Actual results could differ from those estimates. (c) Cash and cash equivalents Cash includes currency on hand and deposits held by banks that can be added or withdrawn without limitation. (d) Accounts receivables, net Accounts receivable primarily consists of receivables from customers, which are recognized and carried at the original invoice amount less an allowance for credit losses.
Removed
Our net proceeds from the 2024 Uplisting Offering, after deducting the underwriting discount, the Underwriters’ fees and expenses, and our 2024 Uplisting Offering expenses, was approximately $9.2 million.
Added
The Company adopted ASC 326, Financial Instruments — Credit Loss to estimate the allowance of credit losses for accounts receivable based upon the current expected credit losses (“CECL”) model.
Removed
We also issued the Representatives’ Warrants (the “2024 Uplisting Offering Representatives’ Warrants”) to the 2024 Uplisting Offering Representatives to purchase 43,200 shares of common stock at an exercise price equal to 125.0% of the public offering price.
Added
The CECL model requires an estimate of the credit losses expected over the life of accounts receivable since initial recognition, and accounts receivable with similar risk characteristics are grouped together when estimating CECL.
Removed
Recent Development Since December 31, 2024, the Company has reported several material events in Current Reports on Form 8-K, including changes to the management of the Company; correspondence from Nasdaq regarding late periodic filings and the acceptance of our plan to regain compliance; a notice of deficiency with the $1.00 minimum bid price requirement; and a change in our independent registered public accounting firm.
Added
In assessing the CECL, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical credit loss experience, adjusted for relevant factors impacting collectability and forward-looking information indicative of external market conditions.
Removed
The Company submitted compliance plans to Nasdaq as requested and is working diligently to rectify the deficiencies as promptly as practicable to regain compliance with the Listing Rule. The brief summaries that follow are qualified in their entirety by, and should be read together with, the Company’s Current Reports on Form 8-K filed since December 31, 2024. Board changes .
Added
While the Company uses the best information available in making determination, the ultimate recovery of recorded receivables is also dependent upon future economic events and other conditions that may be beyond the Company’s control.
Removed
On April 29, 2025, Jing Chen resigned from the Board and its committees. Effective May 1, 2025, Jing Guo was appointed to the Board; committee roles were reconstituted as described in the Current Report on Form 8-K filed on May 2, 2025. Nasdaq compliance - late filings .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

60 edited+7 added13 removed286 unchanged
Biggest changeAs defined in the rules and regulations adopted by the SEC, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. 27 Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.
Biggest changeGAAP and SEC financial reporting requirements; limited functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures as well as insufficient policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned As defined in the rules and regulations adopted by the SEC, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. 26 Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.
However, given that the Trial Administrative Measures were recently promulgated, there remain substantial uncertainties as to their interpretation, application, and enforcement and there is no guarantee that the relevant PRC government agencies, including the CSRC, would reach the same conclusion that we and our PRC counsel have reached.
However, given that the Trial Administrative Measures were recently promulgated, there remain substantial uncertainties as to their interpretation, application, and enforcement and there is no guarantee that the relevant PRC government agencies, including the CSRC, would reach the same conclusion that we and our PRC counsel have reached.
Risks Related to Our Common Stock Volatility in the price of our common stock may not reflect our operating performance. By-laws limiting the judicial forum for disputes could restrict stockholder litigation options. Manipulative short selling could drive down our stock price. Direct exposure to negative publicity involving U.S.-listed Chinese companies could harm our business and reputation. Large volumes of our common stock being sold could negatively affect the market price. Non-payment of dividends means stockholders must rely on stock price appreciation for returns. Deteriorating U.S.-China relations could lower our stock price and complicate access to capital markets. We may be subject to delisting from Nasdaq if we fail to timely file periodic reports with the SEC or to maintain Nasdaq’s minimum bid price, which could materially and adversely affect the liquidity and value of our common stock. 26 Risks Related to Our Business and Industry COVID-19 as well as other epidemics, natural disasters, terrorist activities, political unrest, and other outbreaks could disrupt our delivery and operations, which could materially and adversely affect our business, financial condition, and results of operations .
Risks Related to Our Common Stock Volatility in the price of our common stock may not reflect our operating performance. By-laws limiting the judicial forum for disputes could restrict stockholder litigation options. Manipulative short selling could drive down our stock price. Direct exposure to negative publicity involving U.S.-listed Chinese companies could harm our business and reputation. Large volumes of our common stock being sold could negatively affect the market price. Non-payment of dividends means stockholders must rely on stock price appreciation for returns. Deteriorating U.S.-China relations could lower our stock price and complicate access to capital markets. We may be subject to delisting from Nasdaq if we fail to timely file periodic reports with the SEC or to maintain Nasdaq’s minimum bid price, which could materially and adversely affect the liquidity and value of our common stock. 25 Risks Related to Our Business and Industry COVID-19 as well as other epidemics, natural disasters, terrorist activities, political unrest, and other outbreaks could disrupt our delivery and operations, which could materially and adversely affect our business, financial condition, and results of operations.
We cannot assure you that we will be able to maintain or expand market share, increase unit sales, and introduce and sell new products, to the extent necessary to compensate for market oversupply. Failure to maintain the quality and safety of our products could have a material and adverse effect on our reputation, financial condition and results of operations.
We cannot assure you that we will be able to maintain or expand market share, increase unit sales, and introduce and sell new products, to the extent necessary to compensate for market oversupply. 29 Failure to maintain the quality and safety of our products could have a material and adverse effect on our reputation, financial condition and results of operations.
If the CSRC has determined that we have failed to comply with the post-offering filing obligations imposed by the Trial Administrative Measures or make a misrepresentation, misleading statement or material omission in the materials we submit to the CSRC, the CSRC would have the right to order rectification, issue a warning and impose a fine on us of between RMB 1 million and RMB 10 million and issuing a warning to the parties responsible for such failure, misrepresentation or material omission and impose a fine on each of such individuals ranging from RMB 500,000 to RMB 5 million. 37 Our common stock will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended, if it is later determined that the PCAOB is unable to inspect and investigate completely our auditor.
If the CSRC has determined that we have failed to comply with the post-offering filing obligations imposed by the Trial Administrative Measures or make a misrepresentation, misleading statement or material omission in the materials we submit to the CSRC, the CSRC would have the right to order rectification, issue a warning and impose a fine on us of between RMB 1 million and RMB 10 million and issuing a warning to the parties responsible for such failure, misrepresentation or material omission and impose a fine on each of such individuals ranging from RMB 500,000 to RMB 5 million. 36 Our common stock will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended, if it is later determined that the PCAOB is unable to inspect and investigate completely our auditor.
We may be required to change our data and other business practices and be subject to regulatory investigations, penalties, and increased cost of operations as a result of these laws and policies. 36 On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their registration statements will be declared effective, including whether the China-based operating company and the issuer, when applicable, received or were denied permission from Chinese authorities to list on U.S. exchanges and the risks that such approval could be denied or rescinded.
We may be required to change our data and other business practices and be subject to regulatory investigations, penalties, and increased cost of operations as a result of these laws and policies. 35 On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their registration statements will be declared effective, including whether the China-based operating company and the issuer, when applicable, received or were denied permission from Chinese authorities to list on U.S. exchanges and the risks that such approval could be denied or rescinded.
The failure or delay in payment by one or more of our customers could reduce our cash flows and adversely affect our liquidity and results of operations. 30 Our industry is cyclical, with recurring periods of capacity increases. As a result, price fluctuations in response to supply and demand imbalances could harm our results of operations.
The failure or delay in payment by one or more of our customers could reduce our cash flows and adversely affect our liquidity and results of operations. Our industry is cyclical, with recurring periods of capacity increases. As a result, price fluctuations in response to supply and demand imbalances could harm our results of operations.
This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects. 41 As of the date of this Annual Report, the PRC residents have either not completed, or have not applied for, foreign exchange registration under the SAFE Circular 37 and other related rules.
This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects. As of the date of this Annual Report, the PRC residents have either not completed, or have not applied for, foreign exchange registration under the SAFE Circular 37 and other related rules.
Any failure to complete the construction plan on schedule and within budget could adversely affect our financial condition and results of operations. 29 The construction may be subject to legal claims and proceedings instituted by contractors, workers and other parties involved in such project from time to time.
Any failure to complete the construction plan on schedule and within budget could adversely affect our financial condition and results of operations. The construction may be subject to legal claims and proceedings instituted by contractors, workers and other parties involved in such project from time to time.
Such reductions or terminations could have a material adverse impact on our revenues, profits and financial condition. 33 If we fail to adopt new technologies to evolving customer needs or emerging industry standards, our business may be materially and adversely affected.
Such reductions or terminations could have a material adverse impact on our revenues, profits and financial condition. If we fail to adopt new technologies to evolving customer needs or emerging industry standards, our business may be materially and adversely affected.
If any of the aforementioned incidents or accidents were to occur, it could have a substantial negative impact on our success and result in a material adverse effect on our financial condition or results of operations. Economic recessions could have a significant, adverse impact on our business.
If any of the aforementioned incidents or accidents were to occur, it could have a substantial negative impact on our success and result in a material adverse effect on our financial condition or results of operations. 28 Economic recessions could have a significant, adverse impact on our business.
Any such litigation, whether successful or unsuccessful, could result in substantial costs to us and diversions of our resources, either of which could adversely affect our business. 35 Risks Related to Doing Business in China Adverse regulatory developments in China may subject us to additional regulatory review and expose us to government restrictions, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements, and/or suspend or terminate our future securities offerings, making capital-raising more difficult.
Any such litigation, whether successful or unsuccessful, could result in substantial costs to us and diversions of our resources, either of which could adversely affect our business. 34 Risks Related to Doing Business in China Adverse regulatory developments in China may subject us to additional regulatory review and expose us to government restrictions, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements, and/or suspend or terminate our future securities offerings, making capital-raising more difficult.
Although they are either in the process of making foreign exchange registration or plan to make foreign exchange registrations, they may still face with the above said possible fines in accordance with the PRC Laws. Labor laws in the PRC may adversely affect our results of operations.
Although they are either in the process of making foreign exchange registration or plan to make foreign exchange registrations, they may still face with the above said possible fines in accordance with the PRC Laws. 40 Labor laws in the PRC may adversely affect our results of operations.
If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds from any future offerings and to capitalize or otherwise fund our Chinese operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. 40 PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiary to liability or penalties, limit our ability to inject capital into our PRC subsidiary, limit our PRC subsidiary’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.
If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds from any future offerings and to capitalize or otherwise fund our Chinese operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. 39 PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiary to liability or penalties, limit our ability to inject capital into our PRC subsidiary, limit our PRC subsidiary’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.
No assurances can be made that we will not become a target of such commentary and declines in the market price of our common stock will not occur in the future, in connection with such commentary by short sellers or otherwise. 48 If we become directly subject to the scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business, operations and reputations, which could result in a loss of your investment in our common stock.
No assurances can be made that we will not become a target of such commentary and declines in the market price of our common stock will not occur in the future, in connection with such commentary by short sellers or otherwise. 47 If we become directly subject to the scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business, operations and reputations, which could result in a loss of your investment in our common stock.
As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. Government control of currency conversion may affect the value of your investment.
As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. 43 Government control of currency conversion may affect the value of your investment.
In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations. 47 Since our By-laws provide that the courts in the State of Nevada are the sole and exclusive forum for substantially all disputes between us and our shareholders, this could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors or officers, or employees.
In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations. 46 Since our By-laws provide that the courts in the State of Nevada are the sole and exclusive forum for substantially all disputes between us and our shareholders, this could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors or officers, or employees.
Between April and August in 2025, we received Nasdaq notices for late filings of our Form 10-K for the year ended December 31, 2024 and our Forms 10-Q for the quarters ended March 31 and June 30, 2025.
Between April and August in 2025, we received Nasdaq notices for late filings of our Form 10-K for the year ended December 31, 2025 and our Forms 10-Q for the quarters ended March 31 and June 30, 2025.
Although we have accumulated some and continuously growing our customer base, there is no assurance that we will be able to continue to do so in the future against current or future competitors, and such competitive pressures may have a material adverse effect on our business, financial condition and results of operations. 31 If we do not obtain substantial additional financing, our ability to execute our business plan may be impaired.
Although we have accumulated some and continuously growing our customer base, there is no assurance that we will be able to continue to do so in the future against current or future competitors, and such competitive pressures may have a material adverse effect on our business, financial condition and results of operations. 30 If we do not obtain substantial additional financing, our ability to execute our business plan may be impaired.
Such a delisting would substantially impair your ability to sell or purchase our common stock when you wish to do so, and would have a negative impact on the price of our shares. 38 We may be subject to substantial fine if the CSRC has determined that we have failed to comply with the post-offering filing obligations imposed by the Trial Administrative Measure.
Such a delisting would substantially impair your ability to sell or purchase our common stock when you wish to do so, and would have a negative impact on the price of our shares. 37 We may be subject to substantial fine if the CSRC has determined that we have failed to comply with the post-offering filing obligations imposed by the Trial Administrative Measure.
If our growth rates decline, investors’ perceptions of our business and prospects may be adversely affected and the market price of our common stock could decline. 28 Failure to secure the certificate of land use right for a new parcel from the local PRC government for the construction of our new buildings and facilities, and failure to acquire and install new production lines on the new parcel may materially and adversely affect our business, financial condition and results of operations.
If our growth rates decline, investors’ perceptions of our business and prospects may be adversely affected and the market price of our common stock could decline. 27 Failure to secure the certificate of land use right for a new parcel from the local PRC government for the construction of our new buildings and facilities, and failure to acquire and install new production lines on the new parcel may materially and adversely affect our business, financial condition and results of operations.
Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. 39 Trade tensions between China and the United States may intensify in the future, resulting in the imposition of more tariffs or other trade restrictions.
Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. 38 Trade tensions between China and the United States may intensify in the future, resulting in the imposition of more tariffs or other trade restrictions.
It is not clear whether “registration” is a mere formality or involves the kind of substantive review process undertaken by SAFE and its relevant branches in the past. 42 Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.
It is not clear whether “registration” is a mere formality or involves the kind of substantive review process undertaken by SAFE and its relevant branches in the past. 41 Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.
You may not realize a return on your investment in our common stock and you may even lose your entire investment in our common stock. 49 If relations between the United States and China worsen, our stock price may decrease and could lead to our loss of access or increased difficulty in accessing U.S. capital markets.
You may not realize a return on your investment in our common stock and you may even lose your entire investment in our common stock. 48 If relations between the United States and China worsen, our stock price may decrease and could lead to our loss of access or increased difficulty in accessing U.S. capital markets.
Risks Related to Our Business and Industry Weaknesses identified in our financial reporting during audits could impair our ability to accurately report financial results. Dependency on major customers presents risks if we cannot retain or attract new customers effectively. Our operating history may not be indicative of our future growth or financial results and we may not be able to sustain our historical growth rates. Failure to secure the certificate of land use right for a new parcel from the local PRC government could severely impact our operations and financial health. We are subject to risks related to construction of our factory in Sichuan Province, China. Economic recessions could have a significant adverse impact on our business. Intellectual property infringement claims could be costly and disrupt business operations. A significant amount of accounts receivable could become uncollectible, affecting financial stability. Cyclical industry dynamics could lead to harmful price fluctuations. Failure to maintain product quality and safety could damage our reputation and financial standing. Intense competition in the touchscreen display industry could reduce market share and profitability. Inadequate financing could restrict our ability to execute our business plan. Adjustments in related party transaction pricing could lead to significant tax liabilities. Revocation of tax treatments or government subsidies could necessitate paying additional taxes. Interruptions from third-party suppliers could disrupt operations. Fluctuations in the cost and availability of raw materials could negatively affect results. Dependency on key executives and the lack of long-term supplier contracts pose risks. Failure to adopt new technologies might affect competitiveness. Liability claims or adverse publicity could impact customer confidence and business results. Losses on inventories and lack of business insurance could expose us to significant costs. 25 Risks Related to Doing Business in China Regulatory changes in China could increase compliance costs and complicate capital raising. The HFCAA could lead to delisting of our common stock if audits are not inspected properly. We may be subject to substantial fine if the CSRC has determined that we have failed to comply with the post-offering filing obligations. Changes in U.S.-China trade policies could adversely impact our business operations. PRC regulation of loans and currency conversion could delay or prevent capital usage, affecting liquidity. Labor laws in the PRC might negatively impact our operational flexibility and financial results. Liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption law could lead to penalties. Bankruptcy or liquidation of our PRC subsidiary could significantly disrupt operations. Economic and policy changes in China could limit our ability to offer securities. Uncertainties in the PRC legal system could limit legal protections. Difficulties in enforcing foreign judgments in China could undermine contractual protections. Government control of currency conversion and fluctuations in exchange rates could impact financial results and investments. The Chinese government’s substantial influence over business operations could lead to significant operational changes.
Risks Related to Our Business and Industry Weaknesses identified in our financial reporting during audits could impair our ability to accurately report financial results. Dependency on major customers presents risks if we cannot retain or attract new customers effectively. Our operating history may not be indicative of our future growth or financial results and we may not be able to sustain our historical growth rates. Failure to secure the certificate of land use right for a new parcel from the local PRC government could severely impact our operations and financial health. We are subject to risks related to construction of our factory in Sichuan Province, China. Economic recessions could have a significant adverse impact on our business. We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations. We have a significant amount of accounts receivable, which could become uncollectible and affecting financial stability. Cyclical industry dynamics could lead to harmful price fluctuations. Failure to maintain product quality and safety could damage our reputation and financial standing. Intense competition in the touchscreen display industry could reduce market share and profitability. Inadequate financing could restrict our ability to execute our business plan. Adjustments in related party transaction pricing could lead to significant tax liabilities. Interruptions from third-party suppliers could disrupt operations. Fluctuations in the cost and availability of raw materials could negatively affect results. Dependency on key executives and the lack of long-term supplier contracts pose risks. Failure to adopt new technologies might affect competitiveness. Liability claims or adverse publicity could impact customer confidence and business results. Losses on inventories and lack of business insurance could expose us to significant costs. 24 Risks Related to Doing Business in China Regulatory changes in China could increase compliance costs and complicate capital raising. The HFCAA could lead to delisting of our common stock if audits are not inspected properly. We may be subject to substantial fine if the CSRC has determined that we have failed to comply with the post-offering filing obligations. Changes in U.S.-China trade policies could adversely impact our business operations. PRC regulation of loans and currency conversion could delay or prevent capital usage, affecting liquidity. Labor laws in the PRC might negatively impact our operational flexibility and financial results. Liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption law could lead to penalties. Bankruptcy or liquidation of our PRC subsidiary could significantly disrupt operations. Economic and policy changes in China could limit our ability to offer securities. Uncertainties in the PRC legal system could limit legal protections. Difficulties in enforcing foreign judgments in China could undermine contractual protections. Government control of currency conversion and fluctuations in exchange rates could impact financial results and investments. The Chinese government’s substantial influence over business operations could lead to significant operational changes.
Any such tax may reduce the returns on your investment in our common stock. 46 Risks Related to Our Common Stock The price of our common stock may be volatile or may decline regardless of our operating performance and you may not be able to resell your shares at or above the purchase price.
Any such tax may reduce the returns on your investment in our common stock. 45 Risks Related to Our Common Stock The price of our common stock may be volatile or may decline regardless of our operating performance and you may not be able to resell your shares at or above the purchase price.
Any delisting would likely reduce the liquidity of our common stock, impair our ability to raise capital, and negatively impact investor confidence and our business, financial condition, and results of operations. 50 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Any delisting would likely reduce the liquidity of our common stock, impair our ability to raise capital, and negatively impact investor confidence and our business, financial condition, and results of operations. 49 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Any uninsured risks may result in substantial costs and the diversion of resources, which could adversely affect our results of operations and financial condition. 34 We may incur liabilities that are not covered by insurance.
Any uninsured risks may result in substantial costs and the diversion of resources, which could adversely affect our results of operations and financial condition. 33 We may incur liabilities that are not covered by insurance.
In connection with the audits of our consolidated financial statements as of and for the years ended December 31, 2024 and 2023, we identified certain material weaknesses in our internal control over financial reporting.
In connection with the audits of our consolidated financial statements as of and for the years ended December 31, 2025 and 2024, we identified certain material weaknesses in our internal control over financial reporting.
As of December 31, 2024, we had approximately $7.5 million in accounts receivable. Our accounts receivable primarily include balance due from customers when our products are sold and delivered to customers. Our customers are required to make full payment within three to six months from delivery date, although our industry typical payment term is 180 days from delivery.
As of December 31, 2025, we had approximately $6.5 million in accounts receivable. Our accounts receivable primarily include balance due from customers when our products are sold and delivered to customers. Our customers are required to make full payment within three to six months from delivery date, although our industry typical payment term is 180 days from delivery.
For the years ended December 31, 2024 and 2023, we did not provide any extended payment terms to any of our customers.
For the years ended December 31, 2025 and 2024, we did not provide any extended payment terms to any of our customers.
We are subject to risks related to construction of our factory in Sichuan Province, China. We are constructing new facilities and office buildings on the new parcel located in Sichuan Province, China. As of the date of this Annual Report, we estimate receiving the certificate of land use right from the local government in the first quarter of 2026.
We are subject to risks related to construction of our factory in Sichuan Province, China. We are constructing new facilities and office buildings on the new parcel located in Sichuan Province, China. As of the date of this Annual Report, we estimate receiving the certificate of land use right from the local government in the first half of 2027.
Due to the withdrawal of the land use right to the Property and cancellation of our ownership certificates pertaining to the buildings on the Property by the local government pursuant to the Guidelines and the Compensation Agreement, on August 6, 2021, Sichuan Vtouch entered into a contract with the Chengdu Wenjiang District Planning and Natural Resources Bureau for the purchase of a land use right for a parcel of land spanning 131,010 square feet, for a consideration of approximately RMB3,925,233 (equivalent to $537,755) for the Company’s new facility.
Due to the withdrawal of the land use right to the Property and cancellation of our ownership certificates pertaining to the buildings on the Property by the local government pursuant to the Guidelines and the Compensation Agreement, on August 6, 2021, Sichuan Vtouch entered into a contract with the Chengdu Wenjiang District Planning and Natural Resources Bureau for the purchase of a land use right for a parcel of land spanning 131,010 square feet, for a consideration of approximately RMB3,925,234 (equivalent to $561,301) for the Company’s new facility.
In connection with the auditing of our consolidated financial statements as of and for the years ended December 31, 2024 and 2023, we identified the following material weaknesses in our internal control over financial reporting: Lack of competent financial reporting and accounting personnel with appropriate understanding of U.S.
In connection with the auditing of our consolidated financial statements as of and for the years ended December 31, 2025 and 2024, we identified the following material weaknesses in our internal control over financial reporting: (i) the lack of sufficient competent financial reporting and accounting personnel with appropriate understanding of U.S.
As of the date of this Annual Report, we estimate to complete the building construction by the end of 2025 and commence production in the first quarter of 2026, assuming we have obtained the land use right by then, but there is no assurance and we may need extended time to achieve our business plan.
As of the date of this Annual Report, we estimate to complete the building construction by the first half of 2027 and commence production in by the end of 2027, assuming we have obtained the land use right by then, but there is no assurance and we may need extended time to achieve our business plan.
The Company paid the consideration in full on November 18, 2021. We are in the process of obtaining the certificate of land use right for the new parcel and expect to receive the certificate from the local government in the first quarter of 2026.
The Company paid the consideration in full on November 18, 2021. We are in the process of obtaining the certificate of land use right for the new parcel and expect to receive the certificate from the local government in the first half of 2027.
On August 6, 2021, Sichuan Vtouch entered into a contract with the Chengdu Wenjiang District Planning and Natural Resources Bureau for the purchase of a land use right for a parcel of land spanning 131,010 square feet, for a consideration of approximately RMB3,925,233 (equivalent to $537,755) for the Company’s new facility.
On August 6, 2021, Sichuan Vtouch entered into a contract with the Chengdu Wenjiang District Planning and Natural Resources Bureau for the purchase of a land use right for a parcel of land spanning 131,010 square feet, for a consideration of approximately RMB3,925,234 (equivalent to $561,301) for the Company’s new facility.
We plan to complete the building construction by the end of 2025 and commence production in the first quarter of 2026. The construction could experience delays or other difficulties, and will require significant capital. We may not generate sufficient cash flow to satisfy our capital expenditure commitments.
We plan to complete the building construction by first half of 2027 and commence production by the end of 2027. The construction could experience delays or other difficulties, and will require significant capital. We may not generate sufficient cash flow to satisfy our capital expenditure commitments.
As of the date of this Annual Report, we estimate to finish the building construction by the end of 2025 and commence production in the first quarter of 2026, but there is no assurance and we may need extended time to achieve our business plan.
As of the date of this Annual Report, we estimate to finish the building construction by the first half of 2027 and commence production by the end of 2027, but there is no assurance and we may need extended time to achieve our business plan.
For the year ended December 31, 2023, our top six customers accounted for approximately 22.5%, 16.5%, 15.6%, 14.1%, 11.3% and 10.1%, respectively, of our total revenues. Our ability to attract new customers and retain existing customers cost-effectively, especially our top customers, is crucial to driving net revenues growth and achieving profitability.
For the year ended December 31, 2024, our top five customers accounted for approximately 22.0%, 19.1%, 15.3%, 14.5% and 11.5%, respectively, of our total revenues. Our ability to attract new customers and retain existing customers cost-effectively, especially our top customers, is crucial to driving net revenues growth and achieving profitability.
We currently sell our products primarily to customers in the PRC and to a lesser extent, to overseas customers in Europe and East Asia, including South Korea and Taiwan. For the year ended December 31, 2024, our top five customers accounted for approximately 22.0%, 19.1%, 15.3%, 14.5% and 11.5%, respectively, of our total revenues.
We currently sell our products primarily to customers in the PRC and to a lesser extent, to overseas customers in Europe and East Asia, including South Korea and Taiwan. For the year ended December 31, 2025, our top five customers accounted for approximately 24.3%, 17.3%, 15.6%, 13.3%, and 11.1%, respectively, of our total revenues.
The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay in foreign currencies, and our business and operations may be adversely affected. 44 Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.
The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay in foreign currencies, and our business and operations may be adversely affected.
The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in China and by China’s foreign exchange policies.
Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment. The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in China and by China’s foreign exchange policies.
Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment. The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi.
The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi.
While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.
While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all.
We have limited control over the operations of our third-party suppliers and other business partners and any significant interruption in their operations may have an adverse impact on our operations.
Our net income may be materially reduced if our tax liabilities increase. 31 A significant interruption in the operations of our third-party suppliers could potentially disrupt our operations. We have limited control over the operations of our third-party suppliers and other business partners and any significant interruption in their operations may have an adverse impact on our operations.
Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws and sudden and unexpected changes in laws and regulations in China, could adversely affect us and limit the legal protections available to you and us. Our operations in China are governed by PRC laws and regulations.
These measures may cause decreased economic activity in China, which may adversely affect our business and operating results. 42 Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws and sudden and unexpected changes in laws and regulations in China, could adversely affect us and limit the legal protections available to you and us.
In addition, any new or changes in PRC laws and regulations related to foreign investment in China could affect the business environment and our ability to operate our business in China. 43 Since the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to us.
Since the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to us.
Often with respect to recently developed processes and components, a degree of uncertainty exists as to who may rightfully claim ownership rights in such processes and components. Uncertainty of this type increases the risk that claims alleging that such components or processes infringe upon third party rights may be brought against us.
Uncertainty of this type increases the risk that claims alleging that such components or processes infringe upon third party rights may be brought against us.
Our wholly foreign-owned PRC operating subsidiary Sichuan Vtouch is subject to laws and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.
Our operations in China are governed by PRC laws and regulations. Our wholly foreign-owned PRC operating subsidiary Sichuan Vtouch is subject to laws and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes.
In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results.
In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth.
If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our Common Stock. 45 The Chinese government exerts substantial influence over the manner in which we must conduct our business activities and 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 common stock .
The Chinese government exerts substantial influence over the manner in which we must conduct our business activities and 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 common stock .
We may experience significant liability claims or complaints from customers, or adverse publicity involving our products and our services. We face an inherent risk of liability claims or complaints from our customers. We take our customers’ complaints seriously and endeavor to reduce such complaints by implementing various remedial measures.
We face an inherent risk of liability claims or complaints from our customers. We take our customers’ complaints seriously and endeavor to reduce such complaints by implementing various remedial measures. Nevertheless, we cannot assure you that we can successfully prevent or address all customer complaints.
The Company paid the consideration in full on November 18, 2021. We are in the process of obtaining the certificate of land use right for the new parcel and expect to receive the certificate from the local government in the first quarter of 2026.
The Company paid the consideration in full on November 18, 2021. We will obtain the certificate of land use right for the new parcel from the local government in the upon the completion of the new facility by the first half of 2027.
There can be no assurance that we will be able to use new technologies effectively or meet customer’s requirements. If we are unable to adapt in a cost-effective and timely manner in response to changing market conditions or customer preferences, whether for technical, legal, financial or other reasons, our business may be materially and adversely affected.
If we are unable to adapt in a cost-effective and timely manner in response to changing market conditions or customer preferences, whether for technical, legal, financial or other reasons, our business may be materially and adversely affected. 32 We may experience significant liability claims or complaints from customers, or adverse publicity involving our products and our services.
Nevertheless, we cannot assure you that we can successfully prevent or address all customer complaints. Any complaints or claims against us, even if meritless and unsuccessful, may divert management attention and other resources from our business and adversely affect our business and operations.
Any complaints or claims against us, even if meritless and unsuccessful, may divert management attention and other resources from our business and adversely affect our business and operations. Customers may lose confidence in us and our brand, which may adversely affect our business and results of operations.
We are committed to maintaining a strong internal control environment, and believe that these remediation efforts will deliver improvements in our control environment.
GAAP and SEC reporting requirements; Continue to cooperate with operation teams to ensure a control environment in place, and monitor the effectiveness of operations on existing controls and procedures. We are committed to maintaining a strong internal control environment, and believe that these remediation efforts will deliver improvements in our control environment.
In addition, our insurance costs may increase over time in response to any negative development in our claims history or due to material price increases in the insurance market in general. We may not be able to adequately protect and maintain our intellectual property. Our success will depend on our ability to continue to develop and market our products.
In addition, our insurance costs may increase over time in response to any negative development in our claims history or due to material price increases in the insurance market in general. Our introduction of new technologies and products may increase the likelihood that third parties will assert claims that our products infringe upon their proprietary rights.
Our introduction of new technologies and products may increase the likelihood that third parties will assert claims that our products infringe upon their proprietary rights. The rapid technological changes that characterize our industry require that we quickly implement new processes and components with respect to our products.
The rapid technological changes that characterize our industry require that we quickly implement new processes and components with respect to our products. Often with respect to recently developed processes and components, a degree of uncertainty exists as to who may rightfully claim ownership rights in such processes and components.
The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future.
The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our Common Stock.
Removed
GAAP and financial reporting requirements to design and implement key controls over financial reporting process ● Lack of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner.
Added
GAAP and financial reporting requirements to design and implement key controls over financial reporting process to address complex U.S. GAAP accounting issues and related disclosures, in accordance with U.S.
Removed
The remediation actions planned include: ● Identify gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company; and ● Continue to cooperate with operation teams to ensure control environment in place, and monitor the effectiveness of operations on existing controls and procedures. ● Establish assessment of Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) compliance requirements and improvement of overall internal control.
Added
The remediation actions planned include: ● hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen our financial reporting function and to set up a financial and system control framework; ● appointing Ms.
Removed
Our net income may be materially reduced if our tax liabilities increase. 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.
Added
Xing Tang, who has extensive experience in financial reporting and internal controls, including familiarity with Nasdaq financial reporting and compliance requirements, as its Chief Financial Officer in July 2024, and who served as Chief Financial Officer of Elong Power Holdings Ltd.
Removed
The Chinese government has provided tax incentives to our former subsidiary in Mainland China, Sichuan Wetouch, including reduced enterprise income tax rates. For example, under the PRC Enterprise Income Tax Law and its implementation rules, the statutory enterprise income tax rate is 25%.
Added
(Nasdaq: ELPW) from August 2013 to June 2024. ● strengthening accounting record system with access control and financial reporting procedures, including organizing regular training for our accounting staff, especially training related to U.S.
Removed
However, the income tax of an enterprise that has been determined to be a qualified enterprise located in western region of Mainland China can be reduced to a preferential rate of 15%. The qualification of preferential tax rate is effective for a renewable three-year permitted.
Added
There can be no assurance that we will be able to use new technologies effectively or meet customer’s requirements.
Removed
As we have dissolved Sichuan Wetouch, and its business and operations have been assumed by Sichuan Vtouch, Sichuan Vtouch is planning to apply for the preferential rate of 15% as a qualified enterprise with the PRC tax authorities. As of the date of this Annual Report, we have not applied for the preferential rate of 15%.
Added
Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. In addition, any new or changes in PRC laws and regulations related to foreign investment in China could affect the business environment and our ability to operate our business in China.
Removed
If Sichuan Vtouch later applies but its application for the qualification of preferential tax rate benefit is not approved, our PRC subsidiary will still be subject to the statutory enterprise income tax rate of 25%.
Added
In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency. 44 Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.
Removed
Further, in the ordinary course of our business, we are subject to complex income tax and other tax regulations, and significant judgment is required in the determination of a provision for income taxes.
Removed
Although we believe our tax provisions are reasonable, if the PRC tax authorities successfully challenge our position and we are required to pay tax, interest, and penalties in excess of our tax provisions, our financial condition and results of operations would be materially and adversely affected. 32 A significant interruption in the operations of our third-party suppliers could potentially disrupt our operations.
Removed
Customers may lose confidence in us and our brand, which may adversely affect our business and results of operations.
Removed
We have five pending patent applications as of the date of this Annual Report. No assurance can be given that such patents will not be challenged, invalidated, infringed or circumvented, or that such intellectual property rights will provide a competitive advantage to us.
Removed
Also, litigation may be necessary to enforce our intellectual property rights or determine the validity and scope of the proprietary rights of others. The outcome of such potential litigation may not be in our favor and any success in litigation may not be able to adequately protect our rights.
Removed
Such litigation may be costly and divert management attention away from our business. An adverse determination in any such litigation would impair our intellectual property rights and may harm our business, prospects and reputation. Enforcement of judgments in China is uncertain and even if we are successful in such litigation it may not provide us with an effective remedy.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have not encountered cybersecurity risks, threats or incidents that have materially affected or are reasonably likely to materially affect the Company, our business strategy, results of operations, or financial condition during the financial year ended December 31, 2024. 51
Biggest changeWe have not encountered cybersecurity risks, threats or incidents that have materially affected or are reasonably likely to materially affect the Company, our business strategy, results of operations, or financial condition during the financial year ended December 31, 2025. 50

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOn August 9, 2024, in order to incorporate the new facility construction schedule, the lease was renewed and extended till October 31, 2025, with a monthly rent of RMB 400,000 ($54,800). 53 New Facilities On August 6, 2021, Sichuan Vtouch entered into a contract with the Chengdu Wenjiang District Planning and Natural Resources Bureau for the purchase of a land use right for a parcel of land spanning 131,010 square feet, for a consideration of approximately RMB3,925,233 (equivalent to $537,755) for the Company’s new facility.
Biggest changeOn October 16, 2022, October 30, 2023, August 9, 2024, and September 29, 2025, Sichuan Vtouch entered an extension to the Leaseback Agreement with Sichuan Renshou four times to extend the period to lease back the Properties until October 31, 2026 at a monthly rent of RMB 400,000 ($57,199) in order to incorporate the new facility construction schedule New Facilities On August 6, 2021, Sichuan Vtouch entered into a contract with the Chengdu Wenjiang District Planning and Natural Resources Bureau for the purchase of a land use right for a parcel of land spanning 131,010 square feet, for a consideration of approximately RMB3,925,234 (equivalent to $561,301) for the Company’s new facility.
None of our properties are subject to material encumbrances that would adversely affect their use. 52 As of the date of this Annual Report, we do not own any real property.
None of our properties are subject to material encumbrances that would adversely affect their use. As of the date of this Annual Report, we do not own any real property.
Leased 30,879.3 sq. m 31-Oct-25 None same as above Touchscreen business Security gate Leased 92.98 sq.m 31-Oct-25 None As of the date of this Annual Report, we lease approximately 8,085.0 sq.m of office space for R&D, sales and other corporate functions in Shigao Town, Renshou County, Meishan City , Sichuan Province, China, which serves as our corporate headquarter.
Leased 30,879.3 sq. m 31-Oct-26 None same as above Touchscreen business Security gate Leased 92.98 sq.m 31-Oct-26 None As of the date of this Annual Report, we lease approximately 8,085.0 sq.m of office space for R&D, sales and other corporate functions in Shigao Town, Renshou County, Meishan City, Sichuan Province, China, which serves as our corporate headquarter.
The lease expires on October 31, 2025 and we believe it can be renewed on commercially reasonable terms. We also lease 30,879.3 sq.m facility with three manufacturing wards for principal manufacturing operations in Shigao Town, Renshou ,County, Meishan City, Sichuan Province, China, at which production of, assembly, packaging, warehousing of our touchscreen products.
The lease expires on October 31, 2026 and we believe it can be renewed on commercially reasonable terms. We also lease 30,879.3 sq.m facility with three manufacturing wards for principal manufacturing operations in Shigao Town, Renshou, County, Meishan City, Sichuan Province, China, at which production of, assembly, packaging, warehousing of our touchscreen products.
Size (sq. ft./sq. m.) Lease Expiration (if leased) Encumbrances (if any) Shigao Town, Renshou County, Meishan City, Sichuan Province, China Touchscreen business Offices building Leased 8,085.0. sq. m 31-Oct-25 None same as above Touchscreen business Experimental building( testing and experimenting of samples and products Leased 1,069.6 sq. m 31-Oct-25 None same as above Touchscreen business Manufacturing/warehouse building No.
Size (sq. ft./sq. m.) Lease Expiration (if leased) Encumbrances (if any) Shigao Town, Renshou County, Meishan City, Sichuan Province, China Touchscreen business Offices building Leased 8,085.0. sq. m 31-Oct-26 None same as above Touchscreen business Experimental building( testing and experimenting of samples and products Leased 1,069.6 sq. m 31-Oct-26 None same as above Touchscreen business Manufacturing/warehouse building No.
The project was initially scheduled to commence on August 15, 2021, and reach completion by August 15, 2022, with a provisional contract value of RMB76,000,000 (approximately $11.9 million), subject to adjustment based on the final completion settlement. However, the construction project was subsequently suspended due to the outbreak of Covid-19 and government-ordered shutdowns in China.
The project was initially scheduled to commence on August 15, 2021, and reach completion by August 15, 2022, with a provisional contract value of RMB76,000,000 (approximately $10.9 million), subject to adjustment based on the final completion settlement. However, the construction project was subsequently suspended due to the outbreak of Covid-19 and government-ordered shutdowns in China.
Ltd. for an additional consideration of RMB 4,633,118 (equivalent to $0.6 million) regarding the completion of the Company’s facility construction project on the capacitive touchscreen and touch machine research and development, which extended the original contract term to December 31, 2025.
Ltd. for an additional consideration of RMB 4,633,118 (equivalent to $0.7 million) regarding the completion of the Company’s facility construction project on the capacitive touchscreen and touch machine research and development, which extended the original contract term to December 31, 2025.
However, we are in the process of obtaining a certificate of land use right for a new parcel located at Tianfu Avenue, Youjiadu Community in Chengdu, Sichuan province, China, and expect to receive the certificate from the local government in the first quarter of 2026.
However, we are in the process of obtaining a certificate of land use right for a new parcel located at Tianfu Avenue, Youjiadu Community in Chengdu, Sichuan province, China, and expect to receive the certificate from the local government in the first quarter of 2027.
In order to minimize the interruption to our business, Sichuan Vtouch entered into a Leaseback Agreement with Sichuan Renshou on March 16, 2021. The Leaseback Agreement entitles us to lease back the Properties commencing from April 1, 2021 until December 31, 2021, at a monthly rent of RMB300,000 (approximately $46,154), which period was extended to October 31, 2022.
In order to minimize the interruption to our business, Sichuan Vtouch entered into a Leaseback Agreement with Sichuan Renshou on March 16, 2021. The Leaseback Agreement entitles us to lease back the Properties commencing from April 1, 2021 until December 31, 2021, at a monthly rent of RMB300,000 (approximately $42,899), which period was extended to October 31, 2022.
As of the date of this Annual Report, we estimate that our capital needs for this acquisition and construction will be approximately RMB170.0 million (approximately $26.2 million), but there is no assurance that the estimated amount is sufficient to achieve our goals. We may need additional financing for our new facilities.
As of the date of this Annual Report, we estimate that our capital needs for this acquisition and construction will be approximately RMB253 million (approximately $36.2 million), but there is no assurance that the estimated amount is sufficient to achieve our goals. We may need additional financing for our new facilities.
In addition, we expect that this the construction of buildings and affixtures will be completed by end of 2025 and our production at the new facilities will commence in the second half of 2026, but there is no assurance and we may need extended time to achieve our business plan.
In addition, we expect that this the construction of buildings and affixtures will be completed by end of first half of 2027 and our production at the new facilities will commence by the end of 2027, but there is no assurance and we may need extended time to achieve our business plan.
The Company paid the consideration in full on November 18, 2021. We are in the process of obtaining the certificate of land use right for the new parcel and expect to receive the certificate from the local government in the first quarter of 2026.
The Company paid the consideration in full on November 18, 2021. We are in the process of obtaining the certificate of land use right for the new parcel and expect to receive the certificate from the local government by the first half of 2027.
On March 18, 2021, Sichuan Wetouch received a total amount of RMB115.2 million (approximately $17.7 million) as the total amount of compensation from Sichuan Renshou, including RMB100.2 million ($15.4 million) based upon the appraised value of the Properties plus an extra 15% relocation bonus of RMB15.0 million ($2.3 million).
On March 18, 2021, Sichuan Wetouch received a total amount of RMB115.2 million (approximately $16.5 million) as the total amount of compensation from Sichuan Renshou, including RMB100.2 million ($14.3 million) based upon the appraised value of the Properties plus an extra 15% relocation bonus of RMB15.0 million ($2.1 million).
Leaseback Agreement Pursuant to local PRC government guidelines on local environmental issues and the national overall plan, Sichuan Wetouch is under the government-directed relocation order to relocate no later than December 31, 2021 and received compensation accordingly.
We believe the above properties are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate any such expansion of our operations. 51 Leaseback Agreement Pursuant to local PRC government guidelines on local environmental issues and the national overall plan, Sichuan Wetouch is under the government-directed relocation order to relocate no later than December 31, 2021 and received compensation accordingly.
Removed
We believe the above properties are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate any such expansion of our operations.
Removed
On October 16, 2022, October 30, 2023, Sichuan Vtouch twice entered an extension to the Leaseback Agreement with Sichuan Renshou to extend the period it granted Sichuan Vtouch to lease back the Properties until October 31, 2024, at a monthly rent of RMB 400,000 ($56,339).

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAs of the date of this Report, we are not aware of any material, active, pending or threatened to which the Company or any of its subsidiaries is a party, or to which any of their property is subject. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 54 PART II
Biggest changeAs of the date of this Report, we are not aware of any material, active, pending or threatened to which the Company or any of its subsidiaries is a party, or to which any of their property is subject. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 52 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeWe had approximately 448 stockholders of record as of September 5, 2025. On September 5, 2025, there were 11,931,534 shares of our common stock issued and outstanding. Dividend Policy We do not anticipate declaring or paying, in the foreseeable future, any cash dividends on our capital stock.
Biggest changeWe had approximately 446 stockholders of record as of April 8, 2026. On April 8, 2026, there were 11,931,534 shares of our common stock issued and outstanding. Dividend Policy We do not anticipate declaring or paying, in the foreseeable future, any cash dividends on our capital stock.
Securities Authorized for Issuance Under Equity Compensation Plan The Company does not have any equity compensation plans. Recent Sales of Unregistered Securities None. Purchases of Equity Securities by the Company and Affiliated Purchasers None. ITEM 6. [RESERVED] 55
Securities Authorized for Issuance Under Equity Compensation Plan The Company does not have any equity compensation plans. Recent Sales of Unregistered Securities None. Purchases of Equity Securities by the Company and Affiliated Purchasers None. ITEM 6. [RESERVED] 53
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Trading Market Our common stock is currently traded on the Nasdaq under the symbol “WETH.” Holders of Record On September 8, 2025, the closing price per share of our common stock was $1.1500.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Trading Market Our common stock is currently traded on the Nasdaq under the symbol “WETH.” Holders of Record On April 8, 2026, the closing price per share of our common stock was $1.38.

Item 7. Management's Discussion & Analysis

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

75 edited+56 added22 removed36 unchanged
Biggest changeOur sales increased by 6.0% in Southwest China, partially offset by a decrease of 2.4% in East China, and 0.8% in South China during the year ended December 31, 2024, Overseas Market For the year ended December 31, 2024, revenue from overseas markets was $14.9 million as compared to $12.1 million of the same period of 2023, representing an increase of $2.8 million, or 24.1%, primarily due to i) an increase of 17.9% in sales volume, particularly driven by higher demand for the automotive touchscreens, gaming touchscreens, and industrial control touchscreens, (ii) 6.8% increase in average RMB selling price of the products, particularly in the product of industrial control touchscreens and automotive touchscreens, as the Company had greater pricing power due to the higher demand for the products during the year ended December 31, 2024, partially offset by (iii) the 1.6% negative impact from exchange rate due to depreciation of RMB against US dollars, compared with those of the same period in 2023.
Biggest changeThe Company has taken proactive efforts to market new models and efforts to obtain new customers in existing markets, our sales increased by 9.7% in South China, and 10.6% in East China, and 17.9% in Southwest China during the year ended December 31, 2025. 55 Overseas Market For the year ended December 31, 2025, revenues from overseas market was $14.2 million as compared to $14.9 million of the same period of 2024, representing a decrease by $0.7 million, or 4.9%, mainly due to i) a decrease of 6.0% in sales volume due to decreased sales in gaming touchscreens and industrial control computer touchscreens, partially offset by (ii) an increase of 1.0% in average selling price in RMB, and (iii) 0.1% positive impact from exchange rate due to appreciation of RMB against US dollars, compared with those of the same period of 2024.
Contract liabilities are recognized for contracts where payment has been received in advance of delivery. The contract liability balance can vary significantly depending on the timing of when an order is placed and when shipment or delivery occurs.
Contract liabilities are recognized for contracts where payment has been received in advance of delivery. The contract liability balance can vary significantly depending on the timing when an order is placed and when shipment or delivery occurs.
Use of estimates In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), management makes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Use of estimates In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Convertible Promissory Notes The Company accounts for its convertible promissory notes in according with guidance of ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815.
Convertible Promissory Notes The Company accounts for its convertible promissory notes according to guidance of ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815.
Impairment of long-lived Assets Long-lived assets, such as property, plant and equipment, and land use rights, are reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.
Impairment of long-lived Assets Long-lived assets, such as property, plant and equipment, land use rights, are reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.
Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third party independent appraisals, as considered necessary. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell, and are no longer depreciated.
Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third party independent appraisals, as considered necessary. Assets to be disposed are reported at the lower of carrying amount or fair value less costs to sell, and are no longer depreciated.
We are specialized in large-format touchscreens, which are developed and designed for a wide variety of markets and used in the financial terminals, automotive, POS, gaming, lottery, medical, HMI, and other specialized industries. Our product portfolio comprises medium- to large-sized projected capacitive touchscreens ranging from 7.0 inch to 42 inch screens.
We are specialized in large-format touchscreens, which are developed and designed for a wide variety of markets and used in by the financial terminals, automotive, POS, gaming, lottery, medical, HMI, and other specialized industries. Our product portfolio comprises medium to large sized projected capacitive touchscreens ranging from 7.0 inch to 42 inch screens.
When reviewing our financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions. Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) 606 using the modified retrospective approach.
When reviewing our financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions. 61 Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) 606 using the modified retrospective approach.
The cost approach is based on the amount that would currently be required to replace an asset. 68 When available, the Company uses quoted market prices to determine the fair value of an asset or liability.
The cost approach is based on the amount that would currently be required to replace an asset. When available, the Company uses quoted market prices to determine the fair value of an asset or liability.
The positive cash flow for the year ended December 31, 2024 was primarily due to i) $6.0 million net income during the year ended December 31, 2024, ii) the increase of $0.6 million in accounts payable and $0.1 million in amounts due to a related party, partially offset by iii) the increase of $0.4 million gain on changes in fair value of common stock purchase warrants liability, $0.2 million in accounts receivable and $1.8 million in prepaid expenses and other current assets (mainly in prepaid $0.9 million of consulting service fees and $1.0 million in market research fees) , and iv) the decrease of $3.3 million in accrued expenses and other current liabilities.
The positive cash flow for the year ended December 31, 2024 was primarily due to i) $6.0 million net income during the year ended December 31, 2024, ii) the increase of $0.6 million in accounts payable and $0.1 million in amounts due to a related party, partially offset by iii) the decrease of $0.4 million gain on changes in fair value of common stock purchase warrants liability, $0.3 million in accounts receivable and $1.8 million in prepaid expenses and other current assets (mainly in prepaid $0.9 million of consulting service fees), and iv) the decrease of $3.3 million in accrued expenses and other current liabilities.
Under the guidance of ASU 2016-02, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. The Company’s lease terms include options to renew or terminate the lease when it is reasonably certain that it will exercise the option.
Under the guidance of AUS 2016-02, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. The Company’s lease terms include options to renew or terminate the lease when it is reasonably certain that it will exercise the option.
For finished goods and work-in-process, if the estimated net realizable value for an inventory item, which is the estimated selling price in the ordinary course of business, less reasonably predictable costs to completion and disposal, is lower than its cost, the specific inventory item is written down to its estimated net realizable value.
For finished goods and work-in-process, if the estimated net realizable value for an inventory item, which is the estimated selling price in the ordinary course of business, less reasonably predicable costs to completion and disposal, is lower than its cost, the specific inventory item is written down to its estimated net realizable value.
The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be and the resulting interest it would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis.
The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be to borrow and resulting interest the Company would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis.
When determining fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact as well as assumptions that market participants would use when pricing the asset or liability.
When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
The Company determines if a contract contains a lease based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset that the Company does not own and whether it has the right to direct the use of an identified asset in exchange for consideration.
The Company determines if a contract contains a lease based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset which the Company does not own and whether it has the right to direct the use of an identified asset in exchange for consideration.
The discounts on the convertible notes, were amortized to interest expense, using the effective interest method, over the terms of the related convertible notes. On February 23, 2024, immediately upon the closing of the 2024 Public Offering, the Company made a full payment on the remaining five outstanding promissory notes.
The discounts on the convertible notes, are amortized to interest expense, using the effective interest method, over the terms of the related convertible notes. On February 23, 2024, immediately upon the closing of the 2024 Public Offering, the Company made a full payment to the remaining five outstanding promissory notes.
As of December 31, 2024 and 2023, other than accounts receivable and advances from customers, the Company had no other material contract assets, contract liabilities or deferred contract costs recorded on its consolidated balance sheet.
As of December 31, 2025 and 2024, other than accounts receivable and advances from customers, the Company had no other material contract assets, contract liabilities or deferred contract costs recorded on its consolidated balance sheet.
Lease expense for minimum lease payments exclusive of value-added tax is recognized on a straight-line basis over the lease term The new standard provides a number of optional practical expedients at transition.
Lease expense for minimum lease payments exclusive of the value-added tax are recognized on straight-line basis over the lease term The new standard provides a number of optional practical expedients at transition.
The Company has also elected to account for lease and non-lease components as a single component for all leases and elected to utilize an IBR (incremental borrowing rate) that equals the risk free rate plus premium for all leases when calculating the lease liability. 69 Comprehensive income Comprehensive income (loss) consists of two components, net income and other comprehensive income (loss).
The Company has also elected to account for lease and non-lease components as a single component for all leases, and elected to utilize an IBR (incremental borrowing rate) that is risk free rate plus premium for all leases when calculating the lease liability. Comprehensive income Comprehensive income (loss) consists of two components, net income and other comprehensive income (loss).
The Company accounts for the revenue generated from sales of its products primarily to its customers in PRC and overseas, as the Company is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible for fulfilling the promise to provide customers the specified goods, because it has control of the goods and the ability to direct their use to obtain substantially all the benefits.
The Company accounts for the revenue generated from sales of its products primarily to its customers in PRC and overseas, as the Company is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible for fulfilling the promise to provide customers the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits.
If the carrying value of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount that the carrying value exceeds the estimated fair value of the asset or asset group.
If the carrying value of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount that the carrying value exceeds the estimated fair value of the asset or asset group.
Construction in progress, funded by the Company’s working capital, represents manufacturing facilities and office buildings under construction. It is stated at cost and transferred to property, plant and equipment when it is substantially ready for its intended use. No depreciation is recorded for construction in progress.
Construction in progress, funded by Company’s working capital, represents manufacturing facilities and office building under construction, is stated at cost and transferred to property, plant and equipment when it is substantially ready for its intended use. No depreciation is recorded for construction in progress.
If quoted market prices are not available, the Company measures fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates.
If quoted market prices are not available, the Company will measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates.
The Company’s sales are net of value added tax (“VAT”) and business tax and surcharges collected on behalf of tax authorities in respect of product sales. Contract Assets and Liabilities Payment terms are established based on the Company’s pre-established credit requirements after an evaluation of customers’ credit quality. Contract assets are recognized as related accounts receivable.
The Company’s sales are net of value added tax (“VAT”) and business tax and surcharges collected on behalf of tax authorities in respect of product sales. Contract Assets and Liabilities Payment terms are established on the Company’s pre-established credit requirements based upon an evaluation of customers’ credit quality. Contract assets are recognized for in related accounts receivable.
The foreign currency translation gain or loss resulting from translating the financial statements expressed in RMB to US$ is reported in other comprehensive income (loss) in the consolidated statements of income and comprehensive income. Recently issued accounting guidance The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards issued.
The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to US$ is reported in other comprehensive income (loss) in the consolidated statements of income and comprehensive income. Recently issued accounting guidance The Company considers the applicability and impact of all accounting standards updates (“ASUs”).
Since the Company’s notes have a fixed interest rate, specified notional principal and settlement date, with no other events affecting settlement, and because the Company received net proceeds after issuance costs and discount (recorded as net proceeds or net settled investment), management assessed that the Notes do not meet the definition of derivative instruments and that any embedded feature would not be bifurcated.
Since the Company’s notes have fixed interest rate, specified notional principal and settlement date, which no other events would affect specified settlement, and the Company received net proceeds after issuance costs and discount, which the Company recorded as the net proceeds or net settled investment, the management assessed that the Notes did not do not meet the definition of a derivative instruments and an embedded feature would not be bifurcated.
The Company concluded that the Note Warrants (as defined in NOTE 10 CONVERTIBLE PROMISSORY NOTES PAYABLE ii) Warrants) issued in October, November and December 2021 financings should be treated as a derivative liability because the Warrants are entitled to a price adjustment provision that allows the exercise price to be adjusted if the Company issues or sells any additional shares of common stock at a price per share more or less than the then-applicable exercise price or without consideration, which is typically referred to as a “down-round protection” or “anti-dilution” provision.
The Company concluded that the Note Warrants (as defined in NOTE 11 CONVERTIBLE PROMISSORY NOTES PAYABLE ii) Warrants) issued in October, November and December 2021 financing should be treated as a derivative liability because the Warrants are entitled to a price adjustment provision to allow the exercise price to be increased or reduced in the event the Company issues or sells any additional shares of common stock at a price per share more or less than the then-applicable exercise price or without consideration, which is typically referred to as a “Down-round protection” or “anti-dilution” provision.
Off-Balance Sheet Arrangements We had no off- balance sheet arrangements as of December 31, 2024.
Off-Balance Sheet Arrangements We had no off- balance sheet arrangements as of December 31, 2025.
According to ASC 815-40, the “down-round protection” provision is not considered an input to the fair value of a fixed-for-fixed option on equity shares which causes the Warrants to fail to qualify as indexed to the Company’s own stock and therefore fail to meet the scope exceptions of ASC 815.
According to ASC 815-40, the “Down-round protection” provision is not considered to be an input to the fair value of a fixed-for-fixed option on equity shares which leads the Warrants to fail to be qualified as indexed to the Company’s own stock and then to fail to meet the scope exceptions of ASC 815.
Net Income As a result of the above factors, we had a net income of $6.0 million in the year ended December 31, 2024 compared to a net income of $8.3 million in the same period of 2023. Liquidity and Capital Resources Historically, our primary uses of cash have been to finance working capital needs.
Net Income As a result of the above factors, we had a net income of $7.2 million in the year ended December 31, 2025compared to a net income of $6.0 million in the same period of 2024. 57 Liquidity and Capital Resources Historically, our primary uses of cash have been to finance working capital needs.
We generate revenues through sales of our various touchscreen products. For the years ended December 31, 2024 and 2023, we recognized approximately $42.3 million and $39.7 million, respectively, in total revenues.
We generate revenues through sales of our various touchscreen products. For the years ended December 31, 2025 and 2024, we recognized approximately $45.1 million and $42.3 million, respectively, in total revenues.
Significant estimates required to be made by management include, but are not limited to, the allowance for estimated uncollectible receivables, inventory valuations, useful lives of property, plant and equipment, intangible assets, operating leases, the recoverability of long-lived assets, provisions necessary for contingent liabilities, revenue recognition and realization of deferred tax assets.
Significant estimates required to be made by management include, but are not limited to, the allowance for estimated uncollectible receivables, inventory valuations, useful lives of property, plant and equipment, intangible assets, operating lease, the recoverability of long-lived assets, provision necessary for contingent liabilities, revenue recognition and realization of deferred tax assets. Actual results could differ from those estimates.
The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities for the years ended December 31 , 2024 and 2023: Years Ended December 31, (in US Dollar millions) 2024 2023 Net cash provided by operating activities $ 1.1 $ 12.7 Net cash used in investing activities (0.3 ) (2.3 ) Net cash provided by financing activities 7.6 40.0 Effect of foreign currency exchange rate changes on cash and cash equivalents (2.7 ) (3.6 ) Net increase in cash and cash equivalents 5.7 46.8 Cash and cash equivalents at the beginning of period 98.0 51.2 Cash and cash equivalents at the end of period $ 103.7 $ 98.0 62 Operating Activities Net cash provided by operating activities was $1.1 million for the year ended December 31, 2024, as compared to $12.7 million provided by operating activities for the same period in 2023, representing a decrease of $11.6 million, or 91.3%.
The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities for the years ended December 31 , 2025 and 2024: Years Ended December 31, (in US Dollar millions) 2025 2024 Net cash provided by operating activities $ 7.4 $ 1.1 Net cash used in investing activities (0.3 ) (0.3 ) Net cash provided by financing activities - 7.6 Effect of foreign currency exchange rate changes on cash and cash equivalents 7.5 (2.7 ) Net increase in cash and cash equivalents 14.6 5.7 Cash and cash equivalents at the beginning of period 103.8 98.0 Cash and cash equivalents at the end of period $ 118.4 $ 103.8 Operating Activities Net cash provided by operating activities was $7.4 million for the year ended December 31, 2025, as compared to $1.1 million provided by operating activities for the same period in 2024, representing an increase of $6.3 million, or 572.7%.
These estimates are based on information available at the date of the consolidated financial statements.
These estimates are based on information as of the date of the consolidated financial statements.
Common stock purchase warrants The Company also analyzed the warrants in accordance with ASC 815, to determine whether the warrants meet the definition of a derivative and, if so, whether the warrants meet the scope exception of ASC 815-40, which provides hat contracts issued or held by the reporting entity that are both (1) indexed to its own stock and (2) classified in stockholders’ equity shall not be considered derivative instruments for purposes of ASC 815-40.
There were no convertible promissory notes as of December 31, 2024. 63 Common stock purchase warrants The Company also analyzed the warrants in accordance with ASC 815, to determine whether the warrants meet the definition of a derivative and, if so, whether the warrants meet the scope exception of ASC 815-40, which is that contracts issued or held by the reporting entity that are both (1) indexed to its own stock and (2) classified in stockholders’ equity shall not be considered to be derivative instruments for purposes of ASC 815-40.
Actual results could differ from those estimates. 65 Inventories Inventory consists of raw materials, work-in-process and finished goods and is stated at the lower of cost or net realizable value. Cost is determined using the weighted average method. For work-in-process and manufactured inventories, cost consists of raw materials, direct labor and an allocated portion of the Company’s production overhead.
Inventories Inventory consists of raw materials, work-in-process and finished goods and is stated at the lower of cost or net realizable value. Cost is determined using a weighted average. For work-in-process and manufactured inventories, cost consists of raw materials, direct labor and an allocated portion of the Company’s production overhead.
For the years ended December 31, 2024 and 2023, our domestic sales accounted for approximately 64.7% and 69.6%, respectively, of our revenues, and our international sales accounted for approximately 35.3% and 30.3%, respectively, of our revenues.
For the years ended December 31, 2025 and 2024, our domestic sales accounted for approximately 68.5% and 64.7%, respectively, of our revenues, and our international sales accounted for approximately 31.5% and 35.3%, respectively, of our revenues.
This was mainly due to the increase of 4.8% in sales volume, and an increase of 3.2% in the average selling price of our products in RMB, and 1.6% negative impact from exchange rate due to depreciation of RMB against US dollars, as compared with those of the same period in 2023.
This was mainly due to the increase of 6.5% in sales volume, and an increase of 0.1% in the average selling price of our products in RMB, and 0.1% positive impact from exchange rate due to appreciation of RMB against US dollars, as compared with those of the same period in 2024.
Financing Activities Net cash provided by financing activities for the year ended December 31, 2024 was $7.6 million, including $9.0 million in net proceeds from the 2024 Uplisting Offering, partially offset by $1.4 million repayment of convertible promissory notes.
Net cash provided by financing activities for the year ended December 31, 2024 was $7.6 million, including $9.0 million in net proceeds from the 2024 Uplisting Offering, partially offset by $1.4 million repayment of convertible promissory notes. As of December 31, 2025, our cash and cash equivalents were $118.4 million, as compared to $103.8 million at December 31, 2024.
Net realizable value for raw materials is based on replacement cost. Provisions for inventory write-downs are included in the cost of revenues in the consolidated statements of operations. Inventories are carried at this lower cost basis until sold or scrapped. $54,873 and nil inventory write-off was recorded for the years ended December 31, 2024 and 2023, respectively.
Net realizable value for raw materials is based on replacement cost. Provisions for inventory write-downs are included in the cost of revenues in the consolidated statements of operations. Inventories are carried at this lower cost basis until sold or scrapped.
Business - Corporate History and Structure - Reverse Stock Splits. Highlights for the Year Ended December 31, 2024 Revenues were $42.3 million, an increase of 6.5% from $39.7 million for the year ended December 31, 2023. Gross profit was $13.6 million, a decrease of 20.9% from $17.2 million for the year ended December 31, 2023. Gross profit margin was 32.2%, as compared to 43.3% for the year ended December 31, 2023. Net income was $6.0 million, a decrease of 27.7% from $8.3 million for the year ended December 31, 2023. Total volume of touchscreens shipped was 2,060,870 units, an increase of 4.8% from 1,967,316 units of touchscreens for the year ended December 31, 2023. 57 Results of Operations The following table sets forth, for the periods indicated, statements of income data: For the Years Ended December 31, Change (in US Dollar millions, except percentage) 2024 2023 % Revenues $ 42.3 $ 39.7 6.5 % Cost of revenues (28.7 ) (22.5 ) 27.6 % Gross profit 13.6 17.2 (20.9 )% Total operating expenses (4.3 ) (4.5 ) (4.4 )% Operating income 9.3 12.7 (26.8 )% Total other expense, net (0.6 ) (0.3 ) 100.0 % Income before income taxes 8.7 12.4 (29.8 )% Income tax expense (2.7 ) (4.1 ) (34.1 )% Net income $ 6.0 $ 8.3 (27.7 )% For the Years Ended December 31, 2024 and 2023 Revenues Revenues were $42.3 million for the year ended December 31, 2024, representing an increase of $2.6 million, or 6.5%, compared with $39.7 million for the same period in 2023.
Highlights for the Year Ended December 31, 2025 Revenues were $45.1 million, an increase of 6.6% from $42.3 million for the year ended December 31, 2024. Gross profit was $14.4 million, an increase of 5.9% from $13.6 million for the year ended December 31, 2024. Gross profit margin was 31.8%, as compared to 32.2% for the year ended December 31, 2024. Net income was $7.2 million, an increase of 20.0% from $6.0 million for the year ended December 31, 2024. Total volume of touchscreens shipped was 2,195,542 units, an increase of 6.5% from 2,060,870 units of touchscreens for the year ended December 31, 2024. 54 Results of Operations The following table sets forth, for the periods indicated, statements of income data: For the Years Ended December 31, Change (in US Dollar millions, except percentage) 2025 2024 % Revenues $ 45.1 $ 42.3 6.6 % Cost of revenues (30.7 ) (28.7 ) 7.0 % Gross profit 14.4 13.6 5.9 % Total operating expenses (4.4 ) (4.3 ) 2.3 % Operating income 10.0 9.3 7.5 % Total other income (expenses), net 0.2 (0.6 ) 133.3 % Income before income taxes 10.2 8.7 17.2 % Income tax expenses (3.0 ) (2.7 ) (11.1 )% Net income $ 7.2 $ 6.0 20.0 % For the Years Ended December 31, 2024 and 2025 Revenues Revenues were $45.1 million for the year ended December 31, 2025, representing an increase of $2.8 million, or 6.6%, compared with $42.3 million for the same period in 2024.
Selling Expenses Years Ended December 31, Change (in millions, except percentage) 2024 2023 Amount % Selling Expenses $ 0.8 $ 0.6 $ 0.2 33.3 % as a percentage of revenues 1.9 % 1.5 % 0.4 % Selling expenses were $0.8 million for the year ended December 31, 2024, compared to $0.6 million in the same period in 2023, representing an increase of $0.2 million, or 133.3%, primarily due to an increase in traveling and transportation expenses of our selling and marketing team to visit customers and attend exhibitions in order to promote the increase of sales during the year ended December 31, 2024.
Selling Expenses Years Ended December 31, Change (in millions, except percentage) 2025 2024 Amount % Selling Expenses $ 0.6 $ 0.8 $ (0.2 ) (25.0 )% as a percentage of revenues 1.3 % 1.9 % (0.6 )% Selling expenses were $0.6 million for the years ended December 31, 2025, compared to $0.8 million in the same period in 2024, representing a decrease of $0.2 million, or 25.0%, primarily due to the continued decrease in traveling and transportation expenses as our selling and marketing team continued the practice of online client communications to promote sales since end of 2024. 56 General and Administrative Expenses Years Ended December 31, Change (in millions, except percentage) 2025 2024 Amount % General and Administrative Expenses $ 3.8 $ 3.5 $ 0.3 8.6 % as a percentage of revenues 8.4 % 8.3 % 0.1 % General and administrative expenses were $3.8 million for the year ended December 31, 2025, compared to $3.5 million in the same period in 2024, representing an increase of $0.3 million, or 8.6%.
No impairment of long-lived assets was recognized for the years ended December 31, 2024 and 2023. Lease The Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) for all periods presented. The Company elected the short-term lease exemption for all contracts with lease terms of 12 months or less.
There was $175,426 and nil impairment of construction in progress recognized for the years ended December 31, 2025 and 2024, respectively. 66 Lease The Company adopts ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) for all periods presented. The Company elects the short-term lease exemption for all contracts with lease terms of 12 months or less.
Investing Activities Net cash used in investing activities for the year ended December 31, 2024 was $0.3 million for the purchase of property, plant and equipment and construction in progress. Net cash used in investing activities for the year ended December 31, 2023 was $2.3 million for the purchase of property, plant and equipment.
Investing Activity Net cash used in investing activities for the year ended December 31, 2025 and 2024 stayed at $0.3 million, respectively, representing the purchase of property, plant and equipment and construction in progress. 58 Financing Activities There was no cash flow in financing activities for the year ended December 31, 2025.
Gain (loss) on Changes in Fair Value of Common Stock Purchase Warrants Years Ended December 31, Change (in US dollars, except percentage) 2024 2023 Amount % Gain (loss) on changes in fair value of common stock purchase warrants $ 378,371 $ (121,413 ) $ 499,784 (411.6 )% as a percentage of revenues 0.9 % (0.3 )% 1.2 % In connection with the issuance of convertible promissory notes in October, November and December, 2021, the Company also issued seven (7) three-year warrant (the Note Warrants”) to purchase an aggregate of 1,800,000 shares of the Company’s common stock (the “Warrant Shares”) (see NOTE 10 CONVERTIBLE PROMISSORY NOTES PAYABLE).
Operating Income Total operating income was $10.0 million for the year ended December 31, 2025 as compared to $9.3 million of the same period in 2024, primarily due to higher gross profit and lower selling expenses, partially offset by higher general & administration expenses Gain (loss) on Changes in Fair Value of Common Stock Purchase Warrants Years Ended December 31, Change (in US dollars, except percentage) 2025 2024 Amount % Gain on changes in fair value of common stock purchase warrants $ - $ 378,371 $ (378,371 ) (100.0 )% as a percentage of revenues 0.0 % 0.9 % (0.9 )% In connection with the issuance of convertible promissory notes in October, November and December, 2021, the Company also issued seven (7) three-year warrant (the “Note Warrants”) to purchase an aggregate of 1,800,000 shares of the Company’s common stock (the “Warrant Shares”) (see NOTE 11 CONVERTIBLE PROMISSORY NOTES PAYABLE- b) Warrants).
The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns, after sales services and technical support under warranty have historically been immaterial. As such, the Company does not record a specific warranty reserve or consider activities related to such warranty, if any, to be a separate performance obligation.
The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns, after sales services and technical support under warranty have historically been immaterial.
Due to our policy of indefinitely reinvesting our earnings in our PRC business, we have not provided for deferred income tax liabilities related to PRC withholding income tax on undistributed earnings of our PRC subsidiary.
The distributions from our PRC subsidiary to our stockholders are subject to the U.S. federal income tax at 21%, less any applicable foreign tax credits. Due to our policy of indefinitely reinvesting our earnings in our PRC business, we have not provided for deferred income tax liabilities related to PRC withholding income tax on undistributed earnings of our PRC subsidiary.
Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams. 64 In accordance with ASC 606, the Company recognizes revenue when it transfers its goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange.
In accordance to ASC 606, the Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange.
As of December 31, 2024 and 2023, the Company recorded nil and $378,371 of common stock purchase warrant liability, respectively, and a $378,371 gain and a $121,413 loss on changes in the fair value of common stock purchase warrant liability for the year ended December 31, 2024 and 2023, respectively.
The Company recorded nil and $378,371 gain on changes of fair value of common stock purchase warrant liability for the year ended December 31, 2025 and 2024, respectively. Income taxes The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities.
The positive cash flow for the year ended December 31, 2023 was primarily due to i) $8.3 million net income during the year ended December 31, 2023; ii) the decrease of $1.2 million in accounts receivable, $0.2 in inventory and $0.3 million in prepaid expenses and other current assets, iii) the increase of $3.1 million in accrued expenses and other current liabilities, and partially offset by iv) the decrease of $0.7 million in accounts payable.
The positive cash flow of $7.4 million for the year ended December 31, 2025 was primarily due to i) $7.2 million net income, ii) $0.2 million impairment loss of construction in progress and $0.6 million of amortization of operating right-of-use assets, iii) the decrease of $1.3 million in accounts receivable, net, $1.6 million in prepaid expenses and current assets, iii) the increase of $0.1 million in amounts due to a related party, $0.4 million in accrued expenses and current liabilities, and $0.6 million in operating lease liabilities, partially offset by iv) the increase of $4.4 million in long-term prepayment, reclassified from construction in progress due to delayed schedule, and the decrease of $0.2 million in accounts payable.
Our current liabilities as of December 31, 2024 were $3.0 million, which comprised of $1.3 million in accounts payable, $0.1 million due to related parties, $1.0 million in accrued expenses and other current liabilities and $0.6 million in operating lease liabilities, current portion. We also had $0.5 million in operating lease liabilities, non- current as of December 31, 2024.
As of December 31, 2025, we had current assets of $126.1 million, consisting of $118.4 million in cash, $6.5 million in accounts receivable, $45,202 in inventories, and $1.2 million in prepaid expenses and other current assets Our current liabilities as of December 31, 2025 were $3.2 million, which is comprised of $1.1 million in accounts payable, $0.3 million in amounts due to a related party, $1.4 million in accrued expenses and other current liabilities. and $0.5 million in operating lease liabilities, current portion.
No significant penalties or interest relating to income taxes were incurred during the years ended December 31, 2024 and 2023. The Company believes that there were no uncertain tax positions as of December 31, 2024 and 2023. The Company’s operating subsidiaries in China are subject to the income tax laws of the PRC.
The Company believes that there were no uncertain tax positions as of December 31, 2025 and 2024. The Company’s operating subsidiary Sichuan Vtouch in China is subject to the income tax laws of the PRC. No significant income was generated outside the PRC for the fiscal years ended December 31, 2025 and 2024.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The amount recognized is the largest amount of tax benefit that is greater than 50% likely to beg realized upon examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.
For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended December 31, 2025 and 2024.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. An uncertain tax position is recognized only if it is “more likely than not” that the tax position would be sustained in a tax examination.
An uncertain tax position is recognized only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.
Our Days Sales Outstanding (“DSO”) decreased to 64 days for the year ended December 31, 2024 from 75 days for the year ended December 31, 2023 due to our faster collection of accounts receivables. The majority of the Company’s revenues and expenses were denominated primarily in RMB, the currency of the People’s Republic of China.
Days Sales Outstanding (“DSO”) has decreased to 56 days for the year ended December 31, 2025 from 64 days for the year ended December 31, 2024. The majority of the Company’s revenues and expenses were denominated in Renminbi (“RMB”), the currency of the People’s Republic of China. There is no assurance that exchange rates between the RMB and the U.S.
For the Years Ended December 31, 2024 2023 Change Change Amount % Amount % Amount % (in US Dollar except percentage) Revenue from sales to customers in the PRC $ 27,340,555 64.7 % $ 27,668,985 69.7 % $ (328,430 ) (1.2 )% Revenue from sales to customers overseas 14,939,818 35.3 % 12,036,954 30.3 % 2,902,864 24.1 % Total Revenues $ 42,280,373 100 % $ 39,705,939 100 % $ 2,574,434 6.5 % For the Years Ended December 31, 2024 2023 Change Change Unit % Unit % Unit % (in Unit, except percentage) Units sold to customers in the PRC 1,309,240 63.5 % 1,330,013 67.6 % (20,773 ) (1.6 )% Units sold to customers overseas 751,630 36.5 % 637,303 32.4 % 114,327 17.9 % Total Units Sold 2,060,870 100 % 1,967,316 100 % 93,554 4.8 % 58 PRC Domestic Market For the year ended December 31, 2024, revenue from the PRC domestic market decreased by $0.3 million or 1.2%, as a combined result of (i) the decrease of 1.6% in sales volume, primarily attributable to weakened market demand, consistent with the overall macroeconomic conditions in China in 2024, and (ii) 1.6% negative impact from exchange rate due to depreciation of RMB against US dollars, partially offset by (iii) an increase of 2.0% in the average sales price of our products in RMB, and as compared with those of the same period in 2023.
For the Years Ended December 31, 2025 2024 Change Change Amount % Amount % Amount % (in US Dollar except percentage) Revenue from sales to customers in the PRC $ 30,934,806 68.5 % $ 27,340,555 64.7 % $ 3,594,251 13.1 % Revenue from sales to customers overseas 14,202,012 31.5 % 14,939,818 35.3 % (737,806 ) (4.9 )% Total Revenues $ 45,136,818 100 % $ 42,280,373 100 % $ 2,856,445 6.6 % For the Years Ended December 31, 2025 2024 Change Change Unit % Unit % Unit % (in Unit, except percentage) Units sold to customers in the PRC 1,488,823 67.8 % 1,309,240 63.5 % 179,583 13.7 % Units sold to customers overseas 706,719 32.2 % 751,630 36.5 % (44,911 ) (6.0 )% Total Units Sold 2,195,542 100 % 2,060,870 100 % 134,672 6.5 % PRC Domestic Market For the year ended December 31, 2025, revenue from the PRC domestic market increased by $3.6 million or 13.1%, as a combined result of (i) an increase of 13.7% in sales volume, particularly in medical touchscreens, multi-functional printer touchscreens, industrial control computer touchscreens, automotive touchscreens, POS touchscreens and POS touchscreens, (ii) 0.1% positive impact from exchange rate due to appreciation of RMB against US dollars partially offset by (iii) a decrease of 0.6% in the average RMB selling price of our products in the domestic market, and (iii), compared with those of the same period in 2024.
The Note Warrant (see details in NOTE 10 CONVERTIBLE PROMISSORY NOTES PAYABLE-b) Note Warrant) was issued in 2021 and was valid for three years and expired during the year ended December 31, 2024.
The Company used a Black-Scholes-pricing model to estimate the fair values of common stock purchase warrants at the balance sheet dates. The Note Warrant (see details in NOTE 11 CONVERTIBLE PROMISSORY NOTES PAYABLE-b) Note Warrant) was issued in 2021 which was valid for three years and expired during the year ended December 31, 2024.
The following table summarizes the breakdown of revenues by categories in US dollars: Revenues For the Years Ended December 31, 2024 2023 Change Change Amount % Amount % Amount Margin% (in US Dollars, except percentage) Product categories by end applications Automotive Touchscreens $ 11,513,813 27.2 % $ 9,780,713 24.6 % $ 1,733,100 17.7 % Industrial Control Computer Touchscreens 8,212,232 19.4 % 7,884,224 19.9 % 328,008 4.2 % Gaming Touchscreens 6,462,723 15.3 % 5,619,228 14.1 % 843,495 15.0 % Medical Touchscreens 6,282,892 14.9 % 5,799,489 14.6 % 483,402 8.3 % POS Touchscreens 6,255,175 14.8 % 6,613,501 16.7 % (358,325 ) (5.4 )% Multi-Functional Printer Touchscreens 3,559,538 8.4 % 4,008,784 10.1 % (455,246 ) (11.4 )% Total Revenues $ 42,280,373 100.0 % $ 39,705,939 100.0 % $ 2,574,434 6.5 % * Others include applications in self-service kiosks, ticket vending machines and financial terminals.
The following table summarizes the breakdown of revenues by categories in US dollars: 15.6% Change Change Amount % Amount % Amount Margin % (in US Dollars, except percentage) Product categories by end applications Automotive Touchscreens $ 11,625,160 25.7 % $ 11,513,813 27.2 % $ 111,347 1.0 % Industrial Control Computer Touchscreens 9,242,812 20.5 % 8,212,232 19.4 % 1,030,580 12.5 % POS Touchscreens 7,042,632 15.6 % 6,255,175 14.8 % 579,909 9.0 % Medical Touchscreens 7,041,187 15.6 % 6,282,892 14.9 % (250,348 ) (4.0 )% Gaming Touchscreens 6,032,544 13.4 % 6,462,723 15.3 % 786,011 12.6 % Multi-Functional Printer Touchscreens 4,152,483 9.2 % 3,553,539 8.4 % 598,945 16.9 % Total Revenues $ 45,136,818 100.0 % $ 42,280,373 100.0 % $ 2,856,445 6.6 % * Others include applications in self-service kiosks, ticket vending machines and financial terminals.
Our gross profit margin decreased to 32.2% during the year ended December 31, 2024 as compared to 43.3% for the same period of 2023, primarily due to i) an increase of 29.9% in cost of goods sold, and ii) sales discount to certain long-term customers at year-end.
Our gross profit margin decreased to 31.8% during the year ended December 31, 2025 as compared to 32.2% for the same period of 2024, primarily due to i) an increase of 7.0% in cost of goods sold, mainly in an increase of 3.9% in labor costs due to additional hiring of technicians, and an increase of 5.7% in costs of materials, among which the chip cost accounted for 11.1%, and ii) sales discount of $1.2 million (accounted for 2.6% of the revenues) to certain long-term customers at year-end of 2025, partially offset by the increase of revenue by 6.8%, particularly high-end products such as industrial control computer touchscreens, POS touchscreens, medical touchscreens, and multi functional printer touchscreens during the year ended December 31, 2025.
Risk Factors - Risks Related to Doing Business in China - Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment. 56 Through our wholly owned subsidiaries, BVI Wetouch, HK Wetouch, and Sichuan Vtouch, we are engaged in the research, development, manufacturing, sales and servicing of medium- to large-sized projected capacitive touchscreens.
As a result of the Reverse Merger, BVI Wetouch became our wholly-owned subsidiary. Through our wholly-owned subsidiaries, BVI Wetouch, HK Wetouch, and Sichuan Vtouch, we are engaged in the research, development, manufacturing, sales and servicing of medium to large sized projected capacitive touchscreens.
Pursuant to ASC 815, derivatives are measured at fair value and remeasured at fair value with changes in fair value recorded in earnings for each reporting period. 66 The Company used a Black-Scholes pricing model to estimate the fair values of common stock purchase warrants at the balance sheet dates.
Therefore, the Company accounted for the Warrants as derivative liabilities under ASC 815. Pursuant to ASC 815, derivatives are measured at fair value and re-measured at fair value with changes in fair value recorded in earnings at each reporting period.
There is no assurance that exchange rates between the RMB and the U.S. Dollar will remain stable. Inflation has not had a material impact on the Company’s business. 63 COMMITMENTS AND CONTINGENCIES Capital Expenditure Commitment As of December 31, 2024, the Company had commitment of RMB5.0 million (equivalent to $0.7 million) for construction in progress.
The majority of the Company’s revenues and expenses were denominated in Renminbi (“RMB”), the currency of the People’s Republic of China. There is no assurance that exchange rates between the RMB and the U.S. Dollar will remain stable. Inflation has not had a material impact on the Company’s business.
(see details in NOTE 10 CONVERTIBLE PROMISSORY NOTES PAYABLE-a) Convertible promissory notes). There were no convertible promissory notes as of December 31, 2024.
(see details in NOTE 11 CONVERTIBLE PROMISSORY NOTES PAYABLE-a) Convertible promissory notes).
General and Administrative Expenses Years Ended December 31, Change (in millions, except percentage) 2024 2023 Amount % General and Administrative Expenses $ 3.5 $ 3.8 $ (0.3 ) (7.9 )% as a percentage of revenues 8.3 % 9.6 % (1.3 )% General and administrative expenses were $3.5 million for the year ended December 31, 2024, compared to $3.8 million in the same period in 2023, representing a decrease of $0.3 million, or 7.9%.
Gross Profit and Gross Profit Margin Years Ended December 31, Change (in millions, except percentage) 2025 2024 Amount % Gross Profit $ 14.4 $ 13.6 $ 0.8 5.9 % Gross Profit Margin 31.8 % 32.2 % (0.4 )% Gross profit was $14.4 million during the year ended December 31, 2025, compared to $13.6 million in the same period in 2024.
Disaggregation of Revenues The Company disaggregates its revenue from contracts by geography, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors. The Company’s disaggregation of revenues for the years ended December 31, 2024 and 2023 is disclosed in Note 16 to the financial statements.
As such, the Company does not record a specific warranty reserve or consider activities related to such warranty, if any, to be a separate performance obligation. 62 Disaggregation of Revenues The Company disaggregates its revenue from contracts by geography, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors.
See “Special Note Regarding Forward-Looking Statements.” Overview The Company is a Nevada holding company with no material operations of its own. We conduct substantially all of our operations through our subsidiary in mainland China, which we control through BVI Wetouch. See “Item 1. Business Corporate History and Structure” for more details.
Holding Company Structure Wetouch is a holding company incorporated in Nevada with no material operations of its own. We conduct substantially all of our operations through our subsidiary established in mainland China. Our equity structure is a direct holding structure, that is, Wetouch, a Nevada corporation listed in the U.S., controls Sichuan Vtouch though BVI Wetouch. See “Item 1.
No significant income was generated outside the PRC for the fiscal years ended December 31, 2024 and 2023. As of December 31, 2024 and 2023, all of the Company’s tax returns for its PRC Subsidiaries remain open for statutory examination by PRC tax authorities.
As of December 31, 2025 and 2024, all of the Company’s tax returns of its PRC Subsidiaries remain open for statutory examination by PRC tax authorities. 64 Property, plant and equipment, net Property, plant and equipment are stated at cost less accumulated depreciation and amortization.
The Company continued to shift production mix from traditional lower-end products to high-end touchscreens used in automotive touchscreens, gaming touchscreens, medical touchscreens, and industrial control computer touchscreens, primarily due to (i) greater growth potential of computer screen models in China and overseas, and (ii) stronger demand for higher-end touchscreens made with better materials and better quality. 59 Gross Profit and Gross Profit Margin Years Ended December 31, Change (in millions, except percentage) 2024 2023 Amount % Gross Profit $ 13.6 $ 17.2 $ (3.6 ) (20.9 )% Gross Profit Margin 32.2 % 43.3 % (11.1 )% Gross profit was $13.6 million during the year ended December 31, 2024, compared to $17.2 million in the same period of 2023.
The Company continued to shift production mix from traditional lower-end products such as automotive touchscreens to high-end products such as industrial control computer touchscreens, gaming touchscreens, POS touchscreens, and multi-functional printer touchscreens, primarily due to (i) greater growth potential of computer screen models in China, (ii) the stronger demand on higher-end touch screens made with better materials and better quality.
Management estimates that construction in progress for our new facilities will be completed by the end of the fourth quarter of 2025, at which time it will be transferred to property, plant and equipment and depreciation will begin. 67 Fair value measurement Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The amortization expense of land use rights was US$16,718 for the years ended December 31, 2025, and included in general and administrative expenses. 65 Fair value measurement Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system, including the enforcement of laws and changes in laws and regulations, could adversely affect us and limit the legal protections available .” We currently do not have cash management policies dictating how funds are transferred between the Company and its subsidiaries.
Risk Factors—Risks Relating to Doing Business in China— Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws and sudden and unexpected changes in laws and regulations in China, could adversely affect us and limit the legal protections available to you and us .” Cash and Other Assets Transfers between the Holding Company and Its Subsidiaries As of March 31, 2026, Wetouch made cumulative capital contributions of RMB348.0 million (US$ 49.8 million) to its PRC subsidiary through intermediate holding companies and were accounted as long-term investments of Wetouch.
Our PRC subsidiary had $103.7 million of cash as of December 31, 2024, which is planned to be indefinitely reinvested in our business operations in the PRC. Distributions from our PRC subsidiary to our stockholders would be subject to the U.S. federal income tax at 21%, less any applicable foreign tax credits.
The Company’s PRC subsidiary Sichuan Vtouch is subject to a 25% income tax rate. The effective income tax rate for the year ended December 31, 2025 and 2024 stayed at 29.5% and 30.6%, respectively. Our PRC subsidiary had $118.4 million of cash of December 31, 2025, which are planned to be indefinitely reinvested in our business operations in the PRC.
Gain on changes in fair value of common stock purchase warrants was $378,371 for the year ended December 31, 2024, as compared to a loss of $121,413 in the same period of 2023. 61 Income Taxes Years Ended December 31, Change (in millions, except percentage) 2024 2023 Amount % Income before Income Taxes $ 8.7 $ 12.4 $ (3.7 ) (29.8 )% Income Tax Expense (2.7 ) (4.1 ) (1.4 ) (34.1 )% Effective income tax rate 30.6 % 33.1 % (2.5 )% The effective income tax rate for the years ended December 31, 2024 and 2023 was 30.6% and 33.1%, respectively.
Income Taxes Years Ended December 31, Change (in millions, except percentage) 2025 2024 Amount % Income before Income Taxes $ 10.2 $ 8.7 $ 1.5 17.2 % Income Tax Expense (3.0 ) (2.7 ) (0.3 ) 11.1 % Effective income tax rate 29.5 % 30.6 % (1.1 )% Under PRC CIT Law, domestic enterprises and foreign investment enterprises (the “FIEs”) are usually subject to a unified 25% enterprise income tax rate.
The increase of 2.0% in sales price of our products in RMB was mainly due to the marketing initiatives to enhance sales of new models of higher-end products such as medical touchscreens, automotive touchscreen, and multi-functional printer touchscreens during the year ended December 31, 2024.
As for the RMB selling price, the decrease of 0.6% was mainly due to the lower demand of higher selling priced products of touchscreen machines in the PRC domestic market, including the decreased average RMB selling price of 4.9% in medical touchscreens and 1.7% in automotive touchscreens, partially offset by the increased average RMB selling price of 7.0% in POS touchscreens during the year ended December 31, 2025.
Most of our cash is maintained in Renminbi in mainland China and may be subject to PRC restrictions on outbound transfers. For details, see Item 1A.
For details regarding the restrictions on our ability to transfer cash between us, and our subsidiaries, see Item 1A.
Removed
Because our operations are primarily in China, we are subject to complex and evolving PRC laws and regulations. These include restrictions on capital flows, dividend payments, currency conversion, cybersecurity and data privacy, and governmental discretion over overseas securities offerings. These risks could materially affect our ability to transfer funds, conduct offerings, or continue operations in their current form.
Added
See “Special Note Regarding Forward-Looking Statements.” Overview We were originally incorporated under the laws of the state of Nevada in August 1992.
Removed
See “Item 1A. Risk Factors—Risks Related to Doing Business in China.” As of March 31, 2025, the Company has contributed RMB 348.0 million (US$47.7 million) to its PRC subsidiary through intermediate holding companies, which were accounted for as long-term investments. These funds have been used by our PRC subsidiary in its operations.
Added
On October 9, 2020, we entered into the Share Exchange Agreement with BVI Wetouch and all the shareholders of BVI Wetouch, to acquire all the issued and outstanding capital stock of BVI Wetouch in exchange for the issuance to such shareholders an aggregate of 28 million shares of our common stock. The Reverse Merger closed on October 9, 2020.
Removed
To date, no dividends or other distributions have been made by our PRC subsidiary to the Company. We may rely on future distributions from our PRC subsidiary to fund our holding company obligations, subject to PRC law and restrictions. For more details, see “ Item 1A.

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