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Park Ha Biological Technology Co., Ltd.

Park Ha Biological Technology Co., Ltd.BYAH财报

Nasdaq · 肥皂、洗涤剂、清洁制剂、香水、化妆品

What changed in Park Ha Biological Technology Co., Ltd.'s 20-F — 2024 vs 2025

Top changes in Park Ha Biological Technology Co., Ltd.'s 2025 20-F

294 paragraphs added · 261 removed · 212 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

53 edited+23 added−12 removed492 unchanged
The Trial Measures state that, any post-listing follow-on offering by an issuer in the same overseas market, including issuance of shares, convertible notes and other similar securities, shall be subject to filing requirement within three business days after the completion of the offering.
The Trial Measures state that, any post-listing follow-on offering by an issuer in the same overseas market, including issuance of shares, convertible notes and other similar securities, shall be subject to filing requirement within three business days after the completion of the offering.
We may also incur significant losses in the future for a number of reasons, including as a result of the materialization of the following risks and the other risks described in this annual report, and we may encounter unforeseen difficulties, complications, delays and other unknown factors: ● we may be unsuccessful in predicting and capturing industry trends and consumer preferences; ● we may be unable to introduce new products that appeal to consumers; ● we may be unsuccessful in protecting or enhancing the recognition and reputation of our brand; ● we may be unsuccessful in competing for market share with our existing or new competitors; ● the ability of our third-party suppliers, manufacturers and logistics providers to produce and deliver our products in a timely way and subject to ever changing customer expectations could be disrupted; ● we may fail to adjust our sales and marketing strategies fast enough to stay current with consumers’ behavioral changes in using internet and mobile devices; ● we may not be able to maintain and improve our customer experience; ● we may experience service interruptions, data corruption, cyber-based attacks or network security breaches which may result in the disruption of our operating systems; ● we may be unable to retain key members of our senior management team or attract and retain other qualified personnel; ● we may fail to successfully implement new business initiatives, especially expansion into new offerings or new business lines in which we have limited or no prior experience, including sustaining continued expansion of our business; 20 ● we may fail to successfully expand our physical stores providing light beauty experience; and ● we may be affected by international trade tension and any adverse economic conditions in China or internationally.
We may also incur significant losses in the future for a number of reasons, including as a result of the materialization of the following risks and the other risks described in this annual report, and we may encounter unforeseen difficulties, complications, delays and other unknown factors: ● we may be unsuccessful in predicting and capturing industry trends and consumer preferences; ● we may be unable to introduce new products that appeal to consumers; ● we may be unsuccessful in protecting or enhancing the recognition and reputation of our brand; ● we may be unsuccessful in competing for market share with our existing or new competitors; ● the ability of our third-party suppliers, manufacturers and logistics providers to produce and deliver our products in a timely way and subject to ever changing customer expectations could be disrupted; ● we may fail to adjust our sales and marketing strategies fast enough to stay current with consumers’ behavioral changes in using internet and mobile devices; ● we may not be able to maintain and improve our customer experience; ● we may experience service interruptions, data corruption, cyber-based attacks or network security breaches which may result in the disruption of our operating systems; ● we may be unable to retain key members of our senior management team or attract and retain other qualified personnel; ● we may fail to successfully implement new business initiatives, especially expansion into new offerings or new business lines in which we have limited or no prior experience, including sustaining continued expansion of our business; 19 ● we may fail to successfully expand our physical stores providing light beauty experience; and ● we may be affected by international trade tension and any adverse economic conditions in China or internationally.
Our future growth, profitability and cash flows depend upon our ability to successfully implement our business strategy, which, in turn, is dependent upon a number of factors, including our ability to: ● build a strong and well-recognized brand; ● further penetrate our targeted markets by attracting new consumers and retaining and further engaging our existing customers; ● capture the industry trends and develop and launch new products and expand into relevant adjacencies in answer to such trends; ● continue to use innovation to drive sales, improve technological and operational efficiencies-and improve profit margin; ● enhance Removed our market study and ability to predict and follow customers’ preferences, trends and behaviors; ● effectively manage the quality and efficiency of the third-party manufacturing partners and packaging supply partners and logistics and other third-party service providers’ performance; ● continue to broaden and diversify our distribution channels; 24 ● pursue strategic investments and collaborations to complement our existing capabilities and geographic reach; and ● leverage our high-performance team culture to drive margins.
Our future growth, profitability and cash flows depend upon our ability to successfully implement our business strategy, which, in turn, is dependent upon a number of factors, including our ability to: ● build a strong and well-recognized brand; ● further penetrate our targeted markets by attracting new consumers and retaining and further engaging our existing customers; ● capture the industry trends and develop and launch new products and expand into relevant adjacencies in answer to such trends; ● continue to use innovation to drive sales, improve technological and operational efficiencies-and improve profit margin; ● enhance Removed our market study and ability to predict and follow customers’ preferences, trends and behaviors; ● effectively manage the quality and efficiency of the third-party manufacturing partners and packaging supply partners and logistics and other third-party service providers’ performance; ● continue to broaden and diversify our distribution channels; 23 ● pursue strategic investments and collaborations to complement our existing capabilities and geographic reach; and ● leverage our high-performance team culture to drive margins.
Such failure or inability of our PRC residents beneficial owners to comply with these SAFE regulations may subject us or our PRC resident beneficial owners to fines and legal sanctions, restrict our cross-border investment activities, or limit our PRC subsidiaries’ ability to distribute dividends to or obtain foreign-exchange-dominated loans from us, or prevent us from being able to make distributions or pay dividends, as a result of which our business operations and our ability to distribute profits to you could be materially and adversely affected. 19 Risks Related to Our Business and Industry The PRC subsidiaries operate in a dynamic industry and have a limited operating history.
Such failure or inability of our PRC residents beneficial owners to comply with these SAFE regulations may subject us or our PRC resident beneficial owners to fines and legal sanctions, restrict our cross-border investment activities, or limit our PRC subsidiaries’ ability to distribute dividends to or obtain foreign-exchange-dominated loans from us, or prevent us from being able to make distributions or pay dividends, as a result of which our business operations and our ability to distribute profits to you could be materially and adversely affected. 18 Risks Related to Our Business and Industry The PRC subsidiaries operate in a dynamic industry and have a limited operating history.
As industry trends and consumers’ preferences and behavior continue to change, we must also continually work to develop, produce and market new products, maintain and enhance the recognition of our brand, achieve a favorable mix of products and refine our approach as to how and where we market and sell our products. 22 Our success depends on our products appeal to a broad range of consumers whose preferences and behavior cannot be predicted with certainty and may change rapidly, and on our ability to anticipate and respond in a timely and cost-effective manner to industry trends and consumer preferences and behavior through product innovations, product line extensions and marketing and promotional activities, among other things.
As industry trends and consumers’ preferences and behavior continue to change, we must also continually work to develop, produce and market new products, maintain and enhance the recognition of our brand, achieve a favorable mix of products and refine our approach as to how and where we market and sell our products. 21 Our success depends on our products appeal to a broad range of consumers whose preferences and behavior cannot be predicted with certainty and may change rapidly, and on our ability to anticipate and respond in a timely and cost-effective manner to industry trends and consumer preferences and behavior through product innovations, product line extensions and marketing and promotional activities, among other things.
The PRC government also has significant authority to exert influence on the ability of a China-based company, such as our company, to conduct its business. 15 The global macroeconomic environment faces significant challenges in the near-term future.
The PRC government also has significant authority to exert influence on the ability of a China-based company, such as our company, to conduct its business. The global macroeconomic environment faces significant challenges in the near-term future.
However, certain of these laws, regulations and standards are relatively new and because their interpretation and implementation are evolving, we cannot assure you that the competent authorities will always hold the same view as our counsel does in terms of the compliance of our business operations. 26 Any failure or perceived failure to comply with laws, regulations or standards with respect to product safety, or any sale suspension or product recall may lead to government investigations of us, penalties and lawsuits against us which may result in adverse publicity.
However, certain of these laws, regulations and standards are relatively new and because their interpretation and implementation are evolving, we cannot assure you that the competent authorities will always hold the same view as our counsel does in terms of the compliance of our business operations. 25 Any failure or perceived failure to comply with laws, regulations or standards with respect to product safety, or any sale suspension or product recall may lead to government investigations of us, penalties and lawsuits against us which may result in adverse publicity.
We must compete with a high volume of new product introductions and a large number of existing products sold by diverse companies across several different distribution channels. 21 Many domestic and multinational consumer goods companies have greater financial, technical or marketing resources, longer operating histories, greater brand recognition or larger customer bases than we do and may be able to respond more effectively to changing business and economic conditions than we can.
We must compete with a high volume of new product introductions and a large number of existing products sold by diverse companies across several different distribution channels. 20 Many domestic and multinational consumer goods companies have greater financial, technical or marketing resources, longer operating histories, greater brand recognition or larger customer bases than we do and may be able to respond more effectively to changing business and economic conditions than we can.
Any negative customer service experience with our beauty advisors either offline in our physical stores or online through our customer communities or one-on-one chats may discourage customers from purchasing our products and adversely affect our reputation and brand image. 25 If our customer service representatives fail to provide satisfactory service, or if waiting times are too long due to the high volume of calls from customers at peak times, our brand and customer loyalty may be adversely affected.
Any negative customer service experience with our beauty advisors either offline in our physical stores or online through our customer communities or one-on-one chats may discourage customers from purchasing our products and adversely affect our reputation and brand image. 24 If our customer service representatives fail to provide satisfactory service, or if waiting times are too long due to the high volume of calls from customers at peak times, our brand and customer loyalty may be adversely affected.
Any such liability, or our inability to use any of these third-party software or technologies on acceptable terms or at all, could harm our reputation, result in increased operating costs, and/or disruptions to our business that may materially and adversely affect our operating and financial results. 33 We may from time to time in the future be subject to legal proceedings and claims relating to the intellectual property rights of others.
Any such liability, or our inability to use any of these third-party software or technologies on acceptable terms or at all, could harm our reputation, result in increased operating costs, and/or disruptions to our business that may materially and adversely affect our operating and financial results. 32 We may from time to time in the future be subject to legal proceedings and claims relating to the intellectual property rights of others.
If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from any future offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. 17 Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions.
If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from any future offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. 16 Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions.
To the extent such behaviors or activities are associated with our communities, the public perception of our reputation and brand image could be harmed and prospective customers may be deterred from joining our online communities, which could have a material and adverse effect on our business and reputation. 31 The payment methods that we accept subject us to third-party payment-related risks and other risks.
To the extent such behaviors or activities are associated with our communities, the public perception of our reputation and brand image could be harmed and prospective customers may be deterred from joining our online communities, which could have a material and adverse effect on our business and reputation. 30 The payment methods that we accept subject us to third-party payment-related risks and other risks.
Any increase in uncollectible accounts receivable may adversely affect our business, financial condition and results of operations. 39 We currently contract with third-party contractors, and in some cases, a single contractor, for all aspects of the supply, packaging, logistics, and formulation of our cosmetics products, and expected to continue to do so to support commercial scale production of our cosmetics products.
Any increase in uncollectible accounts receivable may adversely affect our business, financial condition and results of operations. 38 We currently contract with third-party contractors, and in some cases, a single contractor, for all aspects of the supply, packaging, logistics, and formulation of our cosmetics products, and expected to continue to do so to support commercial scale production of our cosmetics products.
Furthermore, it is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all, which could materially and adversely affect our business, financial condition and results of operations. 32 We may be subject to infringement claims of intellectual property rights or other rights of third parties, which may be expensive to defend and may disrupt our business and operations.
Furthermore, it is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all, which could materially and adversely affect our business, financial condition and results of operations. 31 We may be subject to infringement claims of intellectual property rights or other rights of third parties, which may be expensive to defend and may disrupt our business and operations.
In addition, we may not be adequately prepared in contingency planning or recovery capability in relation to a major incident or crisis, and as a result, our operational continuity may be adversely affected and our reputation may be harmed. 36 The continued and collaborative efforts of our senior management and key employees are crucial to our success, and our business may be harmed if we lose their services.
In addition, we may not be adequately prepared in contingency planning or recovery capability in relation to a major incident or crisis, and as a result, our operational continuity may be adversely affected and our reputation may be harmed. 35 The continued and collaborative efforts of our senior management and key employees are crucial to our success, and our business may be harmed if we lose their services.
The substantial time and resources that any future store expansion strategy may require could also result in disruption to our existing business operations, which may decrease our total revenue and profitability. 29 An economic downturn may adversely affect consumer discretionary spending and demand for our products and services. Our beauty products may be considered discretionary purchases for consumers.
The substantial time and resources that any future store expansion strategy may require could also result in disruption to our existing business operations, which may decrease our total revenue and profitability. 28 An economic downturn may adversely affect consumer discretionary spending and demand for our products and services. Our beauty products may be considered discretionary purchases for consumers.
As of the date of this annual report, we have not experienced any material security breaches. 30 Despite the security measures we have implemented, we may experience cyber-attacks of varying degrees, including attempts to hack into our cloud or our intranet and steal customer and business information or obtain economic benefits from us.
As of the date of this annual report, we have not experienced any material security breaches. 29 Despite the security measures we have implemented, we may experience cyber-attacks of varying degrees, including attempts to hack into our cloud or our intranet and steal customer and business information or obtain economic benefits from us.
We do not carry business interruption insurance, and the occurrence of any of the foregoing risks could have a material adverse effect on our business, prospects, financial condition and results of operations. 28 Our business expansion has required and will continue to require a substantial investment and commitment of resources, that is subject to risks and uncertainties.
We do not carry business interruption insurance, and the occurrence of any of the foregoing risks could have a material adverse effect on our business, prospects, financial condition and results of operations. 27 Our business expansion has required and will continue to require a substantial investment and commitment of resources, that is subject to risks and uncertainties.
If they engage in any noncompliance or face regulatory sanctions or operation suspensions, our business may as a result be disrupted and our reputation may be harmed. 34 We are exposed to the risk of fraud or other misconduct by our employees or third-party partners with whom we have business arrangements.
If they engage in any noncompliance or face regulatory sanctions or operation suspensions, our business may as a result be disrupted and our reputation may be harmed. 33 We are exposed to the risk of fraud or other misconduct by our employees or third-party partners with whom we have business arrangements.
Consequently, any ongoing or future litigation, legal disputes, claims or administrative proceedings could materially and adversely affect our business, financial condition and results of operations. 37 We do not maintain any insurance to cover our assets, operations and any loss arising from business interruptions and we may be exposed to losses which may adversely affect our profitability and financial position.
Consequently, any ongoing or future litigation, legal disputes, claims or administrative proceedings could materially and adversely affect our business, financial condition and results of operations. 36 We do not maintain any insurance to cover our assets, operations and any loss arising from business interruptions and we may be exposed to losses which may adversely affect our profitability and financial position.
Our management concluded that our internal control over financial reporting as of October 31, 2024 was not effective. We cannot assure you that in the future our management or our independent registered public accounting firm will not identify material weaknesses in evaluating the effectiveness of the company’s internal control over financial reporting.
Our management concluded that our internal control over financial reporting as of October 31, 2025 was not effective. We cannot assure you that in the future our management or our independent registered public accounting firm will not identify material weaknesses in evaluating the effectiveness of the company’s internal control over financial reporting.
If we fail to continue to roll out commercially successful products in our traditional categories or in adjacent categories, our business, financial condition and results of operations may be materially and adversely affected. 23 Our business depends, in part, on the quality, effectiveness and safety of our products.
If we fail to continue to roll out commercially successful products in our traditional categories or in adjacent categories, our business, financial condition and results of operations may be materially and adversely affected. 22 Our business depends, in part, on the quality, effectiveness and safety of our products.
Any of the above may materially and adversely affect our business, financial condition and results of operations. 27 We rely on third-party service providers for logistics services. If these service providers fail to provide reliable services, our business and reputation may be adversely affected.
Any of the above may materially and adversely affect our business, financial condition and results of operations. 26 We rely on third-party service providers for logistics services. If these service providers fail to provide reliable services, our business and reputation may be adversely affected.
SAT Circular 45 clarified certain issues in the areas of resident status determination, post-determination administration and competent tax authorities’ procedures. 18 We believe our Company is not a PRC resident enterprise for PRC tax purposes.
SAT Circular 45 clarified certain issues in the areas of resident status determination, post-determination administration and competent tax authorities’ procedures. 17 We believe our Company is not a PRC resident enterprise for PRC tax purposes.
Accordingly, a loss of any of our largest suppliers could have an adverse effect on our business, financial condition, and results of operations. 38 We derive a significant portion of our revenue from a few major customers.
Accordingly, a loss of any of our largest suppliers could have an adverse effect on our business, financial condition, and results of operations. 37 We derive a significant portion of our revenue from a few major customers.
In addition to market and industry factors, the price and trading volume for the Ordinary Shares may be highly volatile for factors specific to our own operations, including the following: ● variations in our revenues, earnings, cash flow; ● fluctuations in operating metrics; ● announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; ● announcements of new products and services and expansions by us or our competitors; ● termination or non-renewal of contracts or any other material adverse change in our relationship with our key customers or suppliers; ● changes in financial estimates by securities analysts; ● detrimental negative publicity about us, our competitors or our industry; ● additions or departures of key personnel; ● release of lockup or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; ● regulatory developments affecting us or our industry; and ● potential litigation or regulatory investigations.
In addition to market and industry factors, the price and trading volume for the Ordinary Shares may be highly volatile for factors specific to our own operations, including the following: ● variations in our revenues, earnings, cash flow; ● fluctuations in operating metrics; ● announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; ● announcements of new products and services and expansions by us or our competitors; ● termination or non-renewal of contracts or any other material adverse change in our relationship with our key customers or suppliers; ● changes in financial estimates by securities analysts; ● detrimental negative publicity about us, our competitors or our industry; ● additions or departures of key personnel; ● release of lockup or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; ● regulatory developments affecting us or our industry; and ● potential litigation or regulatory investigations. 42 Any of these factors may result in large and sudden changes in the volume and price at which the Ordinary Shares will trade.
We are subject to the risk of non-payments or delayed payments by our customers, which could affect our financial condition and results of operations. As of October 31, 2024, 2023 and 2022, 63%, 71% and 76% of our accounts receivable were attributable to our top five customers, respectively.
We are subject to the risk of non-payments or delayed payments by our customers, which could affect our financial condition and results of operations. As of October 31, 2025, 2024 and 2023, 70%,63% and 71% of our accounts receivable were attributable to our top five customers, respectively.
We offer incentives such as cash subsidies to our regional store franchisees and skin management center franchisees within two weeks upon the entry of franchise agreements/renewals and full payment of the franchise fees. We require our franchisees to use the cash subsidies for renovation and advertising purposes only.
We offer incentives such as cash subsidies to our regional store franchisees and skin management center franchisees within two weeks upon the entry of franchise agreements/renewals and full payment of the franchise fees. The incentives suspended in the second half of 2025.We require our franchisees to use the cash subsidies for renovation and advertising purposes only.
As such, we rely on a limited number of suppliers for the raw materials and ingredients used in our products. For the fiscal year ended October 31, 2024, there were four suppliers who accounted for 10% or more of the Company’s total purchases and such suppliers accounted for approximately 15%, 11%, 10% and 11% of our total purchases, respectively.
As such, we rely on a limited number of suppliers for the raw materials and ingredients used in our products. For the fiscal year ended October 31, 2025, there were two suppliers who accounted for 10% or more of the Company’s total purchases and such suppliers accounted for approximately 26%, and 11% of our total purchases, respectively.
As of the date of this annual report, our PRC subsidiaries have obtained and maintained valid business licenses or permits, among other things, necessary for our operations and for the provision of beauty services and sale of cosmetic products. Xinzhan has also completed record filing with the MOFCOM to conduct franchise business. Such record filing shall be renewed every year.
As of the date of this annual report, our PRC subsidiaries have obtained and maintained valid business licenses or permits, among other things, necessary for our operations and for the provision of beauty services and sale of cosmetic products. Xinzhan has also completed record filing and annual reporting with the MOFCOM to conduct franchise business.
For the fiscal years ended October 31, 2024, 2023 and 2022, 38%, 36% and 28% of our revenue were attributable to our top five customers, respectively.
For the fiscal years ended October 31, 2025, 2024 and 2023, 25%, 38% and 36% of our revenue were attributable to our top five customers, respectively.
However, there is no assurance that our customers will settle in a timely manner. Our effort to strength our accounts receivable management system may not be effective and we cannot assure you that we will be able to fully recover from our customers the outstanding amounts due in a timely manner.
Our effort to strength our accounts receivable management system may not be effective and we cannot assure you that we will be able to fully recover from our customers the outstanding amounts due in a timely manner.
Our failure to make contributions to various employee benefit plans and in complying with applicable PRC labor-related laws may subject us to fines, penalties, government investigations or labor disputes and we could be required to make up the contributions for these plans as well as to pay late fees and fines, which may adversely affect our financial condition and results of operations.
Our failure to make contributions to various employee benefit plans and in complying with applicable PRC labor-related laws may subject us to fines, penalties, government investigations or labor disputes and we could be required to make up the contributions for these plans as well as to pay late fees and fines, which may adversely affect our financial condition and results of operations. 15 The PRC Labor Contract Law, increased labor costs or other factors affecting our labor force in the PRC may adversely affect our business and results of operations.
Xiaoqiu Zhang, has a significant influence over our Company and future corporate decisions. Her interests may not always be aligned with those of other shareholders. As of the date of this annual report, Ms. Xiaoqiu Zhang, our Chairperson of the Board of Directors and Chief Executive Officer, beneficially owns more than 50% of our outstanding Ordinary Shares. As such, Ms.
Her interests may not always be aligned with those of other shareholders. As of the date of this annual report, Ms. Xiaoqiu Zhang, our Chairperson of the Board of Directors and Chief Executive Officer, beneficially owns more than 50% of our outstanding Ordinary Shares. As such, Ms.
Our suppliers may stop selling their products to us on commercially reasonable terms or at all. We may be unable to get them to accept additional orders or engage an alternate supplier on terms that are acceptable to us, which may undermine our ability to deliver our products to customers in a timely manner.
We may be unable to get them to accept additional orders or engage an alternate supplier on terms that are acceptable to us, which may undermine our ability to deliver our products to customers in a timely manner.
As of October 31, 2024， 2023 and 2022, we had 45, 38 and 49 franchisees in China, of which 43, 36 and 45 franchisees operate under the store name “Park Ha”. As of October 31, 2024, 2023 and 2022, we had 2, 2 and 4 franchisees operate under a different brand name, “Geni” or “ 歌妮 ”.
As of October 31, 2025, 2024 and 2023, we had 22, 45and 38 franchisees in China, of which 22, 43 and 36 franchisees operate under the store name “Park Ha”. As of October 31, 2025, 2024 and 2023, we had 0, 2 and 2 franchisees operate under a different brand name, “Geni” or “歌妮”.
Competition for employees would require us to pay higher wages, which would result in higher labor costs. 16 PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies may delay or prevent us from using the proceeds from any future financings to make loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies may delay or prevent us from using the proceeds from any future financings to make loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
Her interests may not always be aligned with those of other shareholders; ● We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements; ● As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Listing Rules; ● We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies; ● The trading price of the Ordinary Shares is likely to be volatile, which could result in substantial losses to investors; and ● If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. 7 Risks Related to Doing Business in the PRC To the extent cash or assets in the business are in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other uses outside of the PRC or Hong Kong due to the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.
Her interests may not always be aligned with those of other shareholders; ● We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements; ● As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Listing Rules; ● We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies; ● The trading price of the Ordinary Shares is likely to be volatile, which could result in substantial losses to investors; and ● If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.
Risk Factors — Risks Related to Doing Business in the PRC — The approval or filing of the CSRC or other PRC regulatory agencies may be required to maintain our listing status or conduct future offshore securities offerings.” Permission Required from the PRC Authorities As of the date of this annual report, as advised by our PRC counsel, Jiangsu Junjin Law Firm, under current PRC laws, our PRC subsidiaries have obtained all permissions and approvals to operate their respective business, including registration of incorporation, business license, permit for opening bank account, labor and employment recordation, social insurance registration and such other permissions and approval as required by the PRC regulatory authorities.
Risk Factors — Risks Related to Doing Business in the PRC — The approval or filing of the CSRC or other PRC regulatory agencies may be required to maintain our listing status or conduct future offshore securities offerings.” Permission Required from the PRC Authorities As of the date of this annual report, our PRC subsidiaries have obtained all permissions and approvals to operate their respective business, including business license, social insurance registration and health licenses.
We are an exempted company with limited liability incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, as amended from time to time, the Companies Act and the common law of the Cayman Islands.
Our corporate affairs are governed by our memorandum and articles of association, as amended from time to time, the Companies Act and the common law of the Cayman Islands.
If we were to experience any unexpected delay or difficulty in collections from our customers in the future, our operating cash flows and financial condition would be adversely affected. We believe effective accounts receivable management is critical to maintaining our liquidity. As we continue to expand our business and engage new customers, our accounts receivable is anticipated to increase accordingly.
Other than that, we did not experience significant delays or difficulties in collection from our customers. If we were to experience any unexpected delay or difficulty in collections from our customers in the future, our operating cash flows and financial condition would be adversely affected. We believe effective accounts receivable management is critical to maintaining our liquidity.
For the fiscal year ended October 31, 2022, there were two suppliers who accounted for 10% or more of the Company’s total purchases and such suppliers accounted for approximately 36% and 11% of our total purchases, respectively. This reliance involves a number of significant risks.
For the fiscal year ended October 31, 2024, there were four suppliers who accounted for 10% or more of the Company’s total purchases and such suppliers accounted for approximately 15%, 11%, 10% and 11% of our total purchases, respectively.
Xinzhan has also obtained a medical device operation permit, expiring on August 20, 2028, despite the fact that the devices in the stores are not medical devices and that the operation does not require such permit.
In addition, Xinzhan has completed record filing and annual reporting with the Ministry of Commerce of China, or the MOFCOM, to conduct franchise business. Xinzhan has also obtained a medical device operation permit, expiring on August 20, 2028, despite the fact that the devices in the stores are not medical devices and that the operation does not require such permit.
The PRC Labor Law has sets forth restrictions and increases the costs involved with dismissing employees and established the minimum wage guarantee system.
The currently effective PRC Labor Law was published on July 5, 1994 and latest amended on December 29, 2018. The PRC Labor Law has sets forth restrictions and increases the costs involved with dismissing employees and established the minimum wage guarantee system.
If we fail to maintain or renew one or more of our licenses and certificates when their current term expires, or obtain such renewals on a timely manner, our operations could be disrupted.
However, we cannot assure you that we will not be subject to any administrative action that may materially and adversely affect our business, financial condition and results of operations. 34 If we fail to maintain or renew one or more of our licenses and certificates when their current term expires, or obtain such renewals on a timely manner, our operations could be disrupted.
Unavailability of materials and interruptions in delivery of raw materials from our suppliers could result in manufacturing delays. We are also exposed to risks related to fluctuations in the quality and price of components and raw materials. Our suppliers have no obligation to continue to accept purchase orders from us.
We are also exposed to risks related to fluctuations in the quality and price of components and raw materials. Our suppliers have no obligation to continue to accept purchase orders from us. Our suppliers may stop selling their products to us on commercially reasonable terms or at all.
Any of these factors may result in large and sudden changes in the volume and price at which the Ordinary Shares will trade. In the past, shareholders of public companies have often brought securities class-action suits against those companies following periods of instability in the market price of their securities.
In the past, shareholders of public companies have often brought securities class-action suits against those companies following periods of instability in the market price of their securities.
For the fiscal year ended October 31, 2023, there was one supplier who accounted for 10% or more of the Company’s total purchases and such supplier accounted for approximately 58% of our total purchases.
For the fiscal year ended October 31, 2023, there was one supplier who accounted for 10% or more of the Company’s total purchases and such supplier accounted for approximately 58% of our total purchases. This reliance involves a number of significant risks. Unavailability of materials and interruptions in delivery of raw materials from our suppliers could result in manufacturing delays.
The expenses associated with share-based compensation will decrease our profitability, perhaps materially, and the additional awards issued under share-based compensation plans will dilute the ownership interests of our shareholders.
The expenses associated with share-based compensation will decrease our profitability, perhaps materially, and the additional awards issued under share-based compensation plans will dilute the ownership interests of our shareholders. However, if we limit the scope of our share-based compensation plan, we may not be able to attract or retain key personnel who expect to be compensated by such share-based awards.
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. 42 You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated in the Cayman Islands.
Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. 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.
In addition, there have not been any dividends or distributions made by any subsidiaries to Park Ha Cayman. Park Ha Cayman has not distributed dividends to its shareholders enterprise for PRC tax purposes. A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D.
Park Ha Cayman has not distributed dividends to its shareholders enterprise for PRC tax purposes for the fiscal year ended October 31, 2025. A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Below please find a summary of the principal risks we face, organized under relevant headings.
If the other brand name is under legal action, the results of operation of the franchise stores and our profit may be adverse impacted. We offer incentives such as cash subsidies to our franchisees and the amount of such incentives could potentially have adverse impacts on our financial performance.
In addition, regulatory or legal developments could result in changes to laws or the franchisor/franchisee relationship that could negatively impact the franchise business model and, accordingly, our profit. 39 We offer incentives such as cash subsidies to our franchisees and the amount of such incentives could potentially have adverse impacts on our financial performance.
Our allowance for loans receivables from franchisees decreased from $62,602 as of October 31, 2023 to $55,520 as of October 31, 2024, which was primarily attributable to a fully impaired amount of $46,362.64 due from a franchisee due to its financial difficulties.
Our allowance for loans receivables from franchisees increased from $55,520 as of October 31, 2024 to $232,876 as of October 31, 2025, which was primarily due to financial difficulties of franchisees. As of the date of this annual report, the payment has not been settled.
Removed
In addition, Xinzhan has completed record filing with the Ministry of Commerce of China, or the MOFCOM, to conduct franchise business. Such record filing shall be renewed every year.
Added
In addition, there have not been any dividends or distributions made by any subsidiaries to Park Ha Cayman subsidiaries. In addition, there have not been any dividends or distributions made by any subsidiaries to Park Ha Cayman for the fiscal year ended October 31, 2025.
Removed
Risk Factors Below please find a summary of the principal risks we face, organized under relevant headings.
Added
Risks Related to the Variable interest entity ● Contract execution risk: VIEs agreement may not be fully enforced by Chinese courts; The Company may not have actual control over these stores. ● Policy and regulatory risks: Chinese regulatory agencies (such as the China Securities Regulatory Commission and the State Administration of Foreign Exchange) may determine that the structure violates foreign investment access restrictions, resulting in penalties or structural failure. ● Controller risk: VIE holders (nominally Chinese individual business owners) may violate the agreement and harm the company’s interests. ● Consolidated reporting risk: If accounting standards change or auditors determine that the company is not the primary beneficiary, it may result in these stores no longer being consolidated, impacting reported revenue. 7 Risks Related to Doing Business in the PRC To the extent cash or assets in the business are in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other uses outside of the PRC or Hong Kong due to the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.
Removed
The PRC Labor Contract Law, increased labor costs or other factors affecting our labor force in the PRC may adversely affect our business and results of operations. The currently effective PRC Labor Law was published on July 5, 1994 and latest amended on December 29, 2018.
Added
Competition for employees would require us to pay higher wages, which would result in higher labor costs.
Removed
However, we cannot assure you that we will not be subject to any administrative action that may materially and adversely affect our business, financial condition and results of operations. 35 In addition, certain licenses, permits or registrations we hold are subject to periodic renewal.
Added
As we continue to expand our business and engage new customers, our accounts receivable is anticipated to increase accordingly. However, there is no assurance that our customers will settle in a timely manner.
Removed
As of the date of this annual report, the payment has not been settled and the aging of the payment had exceeded 1.5 years. Other than that, we did not experience significant delays or difficulties in collection from our customers.
Added
Risks Related to Our Ordinary Shares Our dual class share structure with different voting rights may adversely affect the value and liquidity of the Class A Ordinary Shares.
Removed
In addition, regulatory or legal developments could result in changes to laws or the franchisor/franchisee relationship that could negatively impact the franchise business model and, accordingly, our profit. 40 Some of the stores are not under the “Park Ha” store name and sell skincare products of other brands in addition to the “Park Ha” branded skincare products, which could subject us to additional risks.
Added
We cannot predict whether our dual class share structure with different voting rights will result in a lower or more volatile market price of the Class A Ordinary Shares, in adverse publicity, or other adverse consequences. Certain index providers have announced restrictions on including companies with multiple class share structures in certain of their indices.
Removed
Xinzhan has entered into supplemental agreements with these franchisees that operate stores under a different brand name, pursuant to which each such franchise is allowed to keep the existing brand name and not to change the store name to “Park Ha”.
Added
Because of our dual class structure, we will likely be excluded from these indices and other stock indices that take similar actions.
Removed
The franchisees operating under the “Geni” or “ 歌妮 ” brand sell skincare products under the “Park Ha” brand and other brands with our permission. Such arrangement exposes our business and brand to risks because the quality of the other products sold in those stores will be beyond our control.
Added
Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make the Class A Ordinary Shares less attractive to investors.
Removed
However, if we limit the scope of our share-based compensation plan, we may not be able to attract or retain key personnel who expect to be compensated by such share-based awards. 41 Risks Related to Our Ordinary Shares Our Chairperson of the Board of Directors and Chief Executive Officer, Ms.
Added
In addition, several shareholder advisory firms have announced their opposition to the use of a multiple class structure and our dual class structure may cause shareholder advisory firms to publish negative commentary about our corporate governance, in which case, the market price and liquidity of the Class A Ordinary Shares could be adversely affected. 40 Future issuances of Class B Ordinary Shares may be dilutive to holders of Class A Ordinary Shares.
Removed
Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future.
Added
We may issue additional Class B Ordinary Shares in the future in connection with future financings, strategic transactions, equity incentive plans, or otherwise. Any such issuance could result in dilution to existing holders of our Class A Ordinary Shares.
Removed
We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of the Nasdaq.
Added
In addition, since Class B Ordinary Shares carry greater voting rights than Class A Ordinary Shares, any future issuances of Class B Ordinary Shares could have the effect of further concentrating voting power in certain shareholders. This may reduce the influence of Class A Ordinary Shareholders over matters requiring shareholder approval.
Removed
Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
Added
There can be no assurance as to when or if we will issue additional Class B Ordinary Shares, or the terms of any such issuance. However, any such future issuances could materially and adversely affect the market price of our Class A Ordinary Shares and dilute the interests of existing Class A Ordinary Shareholders.
Added
If we cannot continue to satisfy the continued listing requirements and other Nasdaq rules, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them. Our Class A Ordinary Shares are listed on Nasdaq.
Added
In order to maintain our listing on Nasdaq, we are required to comply with applicable Nasdaq rules, including those regarding minimum shareholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. We may not be able to continue to satisfy these requirements and applicable rules.
Added
If we are unable to satisfy the Nasdaq criteria for maintaining our listing, our securities could be subject to delisting.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

72 edited+33 added−11 removed200 unchanged
Since 2020, “Park Ha” brand has established its own official account on various popular short video platforms in China including Douyin, RED, and WeChat Video, which has promoted its popularity among the beauty industry and consumers in China. Since 2022, “Park Ha” brand has launched a live channel on Douyin, which promotes products through live activities.
Since 2020, “Park Ha” brand has established its own official account on various popular short video platforms in China including Douyin, RED, and WeChat Video, which has promoted its popularity among the beauty industry and consumers in China. Since 2022, “Park Ha” brand has launched a live channel on Douyin, which promotes products through live activities.
An income tax rate of 10% will normally be applicable to dividends declared to or any other gains realized on the transfer of shares by non-PRC resident enterprise investors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. 79 According to the Arrangement for the Avoidance of Double Taxation and Tax Evasion between Mainland of China and Hong Kong entered into between Mainland China and the Hong Kong Special Administrative Region on August 21, 2006, if the non-PRC parent company of a PRC enterprise is a Hong Kong resident which directly owns 25% or more of the equity interest of the PRC foreign-invested enterprise which pays the dividends and interests, the 10% withholding tax rate applicable under the EIT Law may be lowered to 5% for dividends and 7% for interest payments if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws.
An income tax rate of 10% will normally be applicable to dividends declared to or any other gains realized on the transfer of shares by non-PRC resident enterprise investors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. 80 According to the Arrangement for the Avoidance of Double Taxation and Tax Evasion between Mainland of China and Hong Kong entered into between Mainland China and the Hong Kong Special Administrative Region on August 21, 2006, if the non-PRC parent company of a PRC enterprise is a Hong Kong resident which directly owns 25% or more of the equity interest of the PRC foreign-invested enterprise which pays the dividends and interests, the 10% withholding tax rate applicable under the EIT Law may be lowered to 5% for dividends and 7% for interest payments if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws.
The training courses include skin physiology, “Park Ha” product theory, store operation skills, standardized user manual for stores, procurement and store management. After each monthly training, an assessment of these beauticians is conducted. We also intend to provide training courses for franchisees on subjects that new industry trends in customer development skills, new product releases, and other topics.
The training courses include skin physiology, “Park Ha” product theory, store operation skills, standardized user manual for stores, procurement and store management. After each training, an assessment of these beauticians is conducted. We also intend to provide training courses for franchisees on subjects that new industry trends in customer development skills, new product releases, and other topics.
Pursuant to Circular 28, on the basis of allowing investment-oriented foreign-invested enterprise (including foreign-invested investment companies, foreign-invested venture capital enterprises and foreign-invested equity investment enterprises) to use capital funds for domestic equity investment in accordance with laws and regulations, non-investment FIEs shall be allowed to use capital funds for domestic equity investment in accordance with the laws under the premise of not violating the Special Entry Management Measures (Negative List) for the Access of Foreign Investment (2024 version) and the authenticity and compliance of their domestic invested projects. 76 According to the Circular on Optimizing Administration of Foreign Exchange to Support the Development of Foreign-related Business issued by the SAFE on April 10, 2020, eligible enterprises are allowed to make domestic payments by using their capital funds, foreign credits and the income under capital accounts of overseas listing, with no need to provide the evidentiary materials concerning authenticity of such capital for banks in advance, provided that their capital use shall be authentic and in line with provisions, and conform to the prevailing administrative regulations on the use of income under capital accounts.
Pursuant to Circular 28, on the basis of allowing investment-oriented foreign-invested enterprise (including foreign-invested investment companies, foreign-invested venture capital enterprises and foreign-invested equity investment enterprises) to use capital funds for domestic equity investment in accordance with laws and regulations, non-investment FIEs shall be allowed to use capital funds for domestic equity investment in accordance with the laws under the premise of not violating the Special Entry Management Measures (Negative List) for the Access of Foreign Investment (2024 version) and the authenticity and compliance of their domestic invested projects. 77 According to the Circular on Optimizing Administration of Foreign Exchange to Support the Development of Foreign-related Business issued by the SAFE on April 10, 2020, eligible enterprises are allowed to make domestic payments by using their capital funds, foreign credits and the income under capital accounts of overseas listing, with no need to provide the evidentiary materials concerning authenticity of such capital for banks in advance, provided that their capital use shall be authentic and in line with provisions, and conform to the prevailing administrative regulations on the use of income under capital accounts.
For sellers, any violation of state or industrial standards for health and safety or other requirements may result in civil liabilities and administrative penalties, such as compensation for damages, fines, confiscation of products illegally manufactured or sold and the proceeds from the sales of such products illegally manufactured or sold and revoking business license; in addition, severe violations may subject the responsible individual or enterprise to criminal liabilities. 71 According to the Consumers Rights and Interests Protection Law of the PRC, or the Consumers Rights and Interests Protection Law, which became effective on January 1, 1994 and was amended by the SCNPC on August 27, 2009 and October 25, 2013, respectively, business operators should guarantee that the products and services they provide satisfy the requirements for personal or property safety, and provide consumers with authentic information about the quality, function, usage and term of validity of the products or services.
For sellers, any violation of state or industrial standards for health and safety or other requirements may result in civil liabilities and administrative penalties, such as compensation for damages, fines, confiscation of products illegally manufactured or sold and the proceeds from the sales of such products illegally manufactured or sold and revoking business license; in addition, severe violations may subject the responsible individual or enterprise to criminal liabilities. 72 According to the Consumers Rights and Interests Protection Law of the PRC, or the Consumers Rights and Interests Protection Law, which became effective on January 1, 1994 and was amended by the SCNPC on August 27, 2009 and October 25, 2013, respectively, business operators should guarantee that the products and services they provide satisfy the requirements for personal or property safety, and provide consumers with authentic information about the quality, function, usage and term of validity of the products or services.
Our Delivery, Return and Exchange Policies Our delivery policy is as follows: on the 15 th and 30 th of each month, deliveries of our products are made by Park Ha Jiangsu to various stores within the Wuxi urban area. Deliveries to stores outside the Wuxi urban area are sent through Deppon Logistics Express and SF Express.
Our Delivery, Return and Exchange Policies Our delivery policy is as follows: on the 15 th and 30 th of each month, deliveries of our products are made by Park Ha Jiangsu to various stores within the Wuxi urban area. Deliveries to stores outside the Wuxi urban area are sent through Deppon Logistics Express, SF Express and YTO Express.
According to the Announcement on Policies for Deepening the Value-added Tax Reform issued by the Ministry of Finance, the SAT and the General Administration of Customs on March 20, 2019 and became effective on April 1, 2019, the value added tax rate was reduced to 13% and 9%, respectively. 80 Regulations on Employment and Social Insurance The PRC Labor Contract Law promulgated by the SCNPC in 2007 and amended in December 2012, and its implementation rules issued by the State Council in 2009, require employers to provide written contracts to their employees, restrict the use of temporary workers and aim to give employees long-term job security.
According to the Announcement on Policies for Deepening the Value-added Tax Reform issued by the Ministry of Finance, the SAT and the General Administration of Customs on March 20, 2019 and became effective on April 1, 2019, the value added tax rate was reduced to 13% and 9%, respectively. 81 Regulations on Employment and Social Insurance The PRC Labor Contract Law promulgated by the SCNPC in 2007 and amended in December 2012, and its implementation rules issued by the State Council in 2009, require employers to provide written contracts to their employees, restrict the use of temporary workers and aim to give employees long-term job security.
Pursuant to these laws and regulations and various local regulations, if the lessor and lessee fail to go through the registration procedures, both lessor and lessee may be subject to fines, and the leasing interest may be subordinated to an interested third party acting in good faith. 74 On May 28, 2020, the Civil Code of the People’s Republic of China (the “Civil Code”) was promulgated by the National People’s Congress, and the Civil Code came into effect on January 1, 2021 and replaced the Property Law, the Contract Law of the PRC and several other basic civil laws in the PRC.
Pursuant to these laws and regulations and various local regulations, if the lessor and lessee fail to go through the registration procedures, both lessor and lessee may be subject to fines, and the leasing interest may be subordinated to an interested third party acting in good faith. 75 On May 28, 2020, the Civil Code of the People’s Republic of China (the “Civil Code”) was promulgated by the National People’s Congress, and the Civil Code came into effect on January 1, 2021 and replaced the Property Law, the Contract Law of the PRC and several other basic civil laws in the PRC.
A domain name applicant will become the domain name holder upon the completion of the application procedure. 75 Pursuant to the PRC Patent Law which was promulgated by the SCNPC on March 12, 1984 and last amended on October 17, 2020, and its implementation rules, once a patent for an invention or utility model has been granted, unless otherwise provided by the Patent Law, no entity or individual may use the patent, patented product or patented process for production or business purposes without the authorization of the patent owner.
A domain name applicant will become the domain name holder upon the completion of the application procedure. 76 Pursuant to the PRC Patent Law which was promulgated by the SCNPC on March 12, 1984 and last amended on October 17, 2020, and its implementation rules, once a patent for an invention or utility model has been granted, unless otherwise provided by the Patent Law, no entity or individual may use the patent, patented product or patented process for production or business purposes without the authorization of the patent owner.
Our Business Model Under our retail model, Park Ha Jiangsu provides our products to the franchisees, and Park Ha Shanghai provides staff training to the staff of the franchisees. We believe that by creating franchisee chains, Xinzhan provides customers with more effective skincare experiences.
Our Business Model Under our retail model, Park Ha Jiangsu provides our products to the franchisees, and Park Ha Jiangsu provides training to the staff of the franchisees. We believe that by creating franchisee chains, Xinzhan provides customers with more effective skincare experiences.
PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 11 PARK HA LACTOSE ACID OIL CONTROL SERUM 2ml*10 bottle Enriched with lactobionic acid tenderizing essence, it improves enlarged pores and rough skin texture.
PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 10 PARK HA LACTOSE ACID OIL CONTROL SERUM 2ml*10 bottle Enriched with lactobionic acid tenderizing essence, it improves enlarged pores and rough skin texture.
According to the Manual of Guidance on Administration for Foreign Investment Access (Edition 2008) promulgated by the MOFCOM in December 2008, if an existing FIE wishes to operate a franchise in China, it must apply to the MOFCOM or its local counterparts and must include “engaging in commercial activities by way of franchise” in its business scope. 73 Regulations on Advertising In 1994, the SCNPC promulgated the Advertising Law of the PRC, or the Advertising Law, which was recently amended on April 29, 2021 and became effective on the same date.
According to the Manual of Guidance on Administration for Foreign Investment Access (Edition 2008) promulgated by the MOFCOM in December 2008, if an existing FIE wishes to operate a franchise in China, it must apply to the MOFCOM or its local counterparts and must include “engaging in commercial activities by way of franchise” in its business scope. 74 Regulations on Advertising In 1994, the SCNPC promulgated the Advertising Law of the PRC, or the Advertising Law, which was recently amended on April 29, 2021 and became effective on the same date.
The NMPA’s predecessor, the China Food and Drug Administration was established in March 2013 and separated from the Ministry of Health of the PRC, or the MOH, as part of an institutional reform of the State Council. 69 Regulations Relating to Cosmetic Products Pursuant to the Regulations Concerning the Hygiene Supervision over Cosmetics Products, “Hygiene Regulations”), which was promulgated by the former MOH on November 13, 1989 and most recently amended on March 2, 2019, cosmetic products are divided into special purpose cosmetic products and non-special purpose cosmetic products.
The NMPA’s predecessor, the China Food and Drug Administration was established in March 2013 and separated from the Ministry of Health of the PRC, or the MOH, as part of an institutional reform of the State Council. 70 Regulations Relating to Cosmetic Products Pursuant to the Regulations Concerning the Hygiene Supervision over Cosmetics Products, “Hygiene Regulations”), which was promulgated by the former MOH on November 13, 1989 and most recently amended on March 2, 2019, cosmetic products are divided into special purpose cosmetic products and non-special purpose cosmetic products.
By interacting directly with consumers through live streaming and cutting-edge marketing channels, providing instant and customized content access, we believe that the “Park Ha” brand has created a marketing model that is widely effective among beauty consumers in China. 65 Our Online to Offline We believe that we should leverage both e-commerce platforms and brick-and-mortar shops to create an omnichannel seamless shopping experience for our customers.
By interacting directly with consumers through live streaming and cutting-edge marketing channels, providing instant and customized content access, we believe that the “Park Ha” brand has created a marketing model that is widely effective among beauty consumers in China. 66 Our Online to Offline We believe that we should leverage both e-commerce platforms and brick-and-mortar shops to create an omnichannel seamless shopping experience for our customers.
The M&A Rules also require that an offshore special purpose vehicle, or a special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by PRC companies or individuals, shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. 81 Regulation on Information Protection on Networks On June 1, 2017, the Cybersecurity Law of the PRC promulgated in November, 2016 by SCNPC became effective.
The M&A Rules also require that an offshore special purpose vehicle, or a special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by PRC companies or individuals, shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. 82 Regulation on Information Protection on Networks On June 1, 2017, the Cybersecurity Law of the PRC promulgated in November, 2016 by SCNPC became effective.
Any foreign investor or FIE found to be non-compliant with these reporting obligations may potentially be subject to fines and legal sanctions. 77 The Foreign Investment Law of the PRC, together with its Implementation Regulations replaced, in their entirety, the trio of previous laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign- invested Enterprise Law, together with their implementation rules and ancillary regulations.
Any foreign investor or FIE found to be non-compliant with these reporting obligations may potentially be subject to fines and legal sanctions. 78 The Foreign Investment Law of the PRC, together with its Implementation Regulations replaced, in their entirety, the trio of previous laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign- invested Enterprise Law, together with their implementation rules and ancillary regulations.
In the future, we will mainly focus on the development of small molecule peptide hydration penetration technology, as well as providing other products and technologies to solve the problem of skin moisture loss. 53 Intensifying our Training Practice We plan to open vocational training schools offering beauty industry knowledge in inland China and western provinces of China, such as Guizhou Province and Ningxia Province.
In the future, we will mainly focus on the development of small molecule peptide hydration penetration technology, as well as providing other products and technologies to solve the problem of skin moisture loss. 56 Intensifying our Training Practice We plan to open vocational training schools offering beauty industry knowledge in inland China and western provinces of China, such as Guizhou Province and Ningxia Province.
The contract manufacturer shall have the corresponding manufacturing conditions. 70 According to the Good Manufacturing Practice for Cosmetics, which was issued on January 6, 2022 and became effective on July 1, 2022, applicants and appointed manufacturers shall establish a production quality management system in accordance with the requirements to ensure the continuous and stable production of cosmetics that meet the relevant quality and safety requirements.
The contract manufacturer shall have the corresponding manufacturing conditions. 71 According to the Good Manufacturing Practice for Cosmetics, which was issued on January 6, 2022 and became effective on July 1, 2022, applicants and appointed manufacturers shall establish a production quality management system in accordance with the requirements to ensure the continuous and stable production of cosmetics that meet the relevant quality and safety requirements.
Untrue statements by the onshore subsidiaries will lead to potential liability for the subsidiaries, and in some instances, for their legal representatives and other individuals. 78 On July 4, 2014, the SAFE issued SAFE Circular 37, which became effective and suspended SAFE Circular 75 on the same date, and Circular 37 shall prevail over any other inconsistency between itself and relevant regulations promulgated previously.
Untrue statements by the onshore subsidiaries will lead to potential liability for the subsidiaries, and in some instances, for their legal representatives and other individuals. 79 On July 4, 2014, the SAFE issued SAFE Circular 37, which became effective and suspended SAFE Circular 75 on the same date, and Circular 37 shall prevail over any other inconsistency between itself and relevant regulations promulgated previously.
During the quality control process, we perform a series of functionality, stability, and compatibility tests on the designed packaging materials and product components under various strict conditions. 66 In addition, we implement a rigorous on-site audit program to ensure that third-party raw material suppliers comply with the product safety compliance standards in China.
During the quality control process, we perform a series of functionality, stability, and compatibility tests on the designed packaging materials and product components under various strict conditions. 67 In addition, we implement a rigorous on-site audit program to ensure that third-party raw material suppliers comply with the product safety compliance standards in China.
The franchisees may terminate the franchise agreements early due to business reasons by submitting a written application to Xinzhan for consent. 51 Furthermore, we offer incentives such as cash subsidies to our regional store franchisees and skin management center franchisees within two weeks upon the entry of franchise agreements/renewals and full payment of the franchise fees.
The franchisees may terminate the franchise agreements early due to business reasons by submitting a written application to Xinzhan for consent. 54 Furthermore, we offer incentives such as cash subsidies to our regional store franchisees and skin management center franchisees within two weeks upon the entry of franchise agreements/renewals and full payment of the franchise fees.
It deeply nourishes and protects the skin’s foundation, caring for the skin’s barrier, resulting in a well-hydrated and plump complexion, while maintaining the stability of the skin’s condition 298 Oily, combination to oily skin, acne-prone skin 10 PARK HA MUSSEL MOISTURIZING ESSENCE LOTION 120ml Containing essence of pearl and a variety of plant extracts, it nurtures and cares for the skin.
It deeply nourishes and protects the skin’s foundation, caring for the skin’s barrier, resulting in a well-hydrated and plump complexion, while maintaining the stability of the skin’s condition 298 Oily, combination to oily skin, acne-prone skin 9 PARK HA MUSSEL MOISTURIZING ESSENCE LOTION 120ml Containing essence of pearl and a variety of plant extracts, it nurtures and cares for the skin.
Franchise contracts shall include certain required provisions, such as terms, termination rights and payments. 72 Franchisors are generally required to file franchise contracts with the MOFCOM or its local counterparts. Failure to report franchising activities may result in penalties such as fines up to RMB100,000. Such non-compliance may also be bulletined.
Franchise contracts shall include certain required provisions, such as terms, termination rights and payments. 73 Franchisors are generally required to file franchise contracts with the MOFCOM or its local counterparts. Failure to report franchising activities may result in penalties such as fines up to RMB100,000. Such non-compliance may also be bulletined.
Our primary focus currently is on the female group living or working within 2-3 kilometers of the business district. According to the consumption survey report, 93% of our customers were women. In the future, we will also launch new brands that target male groups across all ages.
Our primary focus currently is on the female group living or working within 2-3 kilometers of the business district. According to the consumption survey report, 92% of our customers were women. In the future, we will also launch new brands that target male groups across all ages.
Due to our reputation in China, we also receive consultation requests and offers from prospective customers. 52 In addition, we have adopted a digital strategy to better engage with our customers to promote our products through in online communities. This includes launching VR product trials, live online sales and social app advertising.
Due to our reputation in China, we also receive consultation requests and offers from prospective customers. 55 In addition, we have adopted a digital strategy to better engage with our customers to promote our products through in online communities. This includes launching VR product trials, live online sales and social app advertising.
The amended Cybersecurity Review Measures provide that the purchase of network products and services by a CIIO and the data processing activities of a “internet platform operator” that affect or may affect national security shall be subject to the cybersecurity review. 82 Where the purchase of network products and services by a CIIO affects or may affect national security, the CIIO shall notify the Cybersecurity Review Office, which is under the CAC, and a cybersecurity review shall be conducted pursuant to the amended Cybersecurity Review Measures.
The amended Cybersecurity Review Measures provide that the purchase of network products and services by a CIIO and the data processing activities of a “internet platform operator” that affect or may affect national security shall be subject to the cybersecurity review. 83 Where the purchase of network products and services by a CIIO affects or may affect national security, the CIIO shall notify the Cybersecurity Review Office, which is under the CAC, and a cybersecurity review shall be conducted pursuant to the amended Cybersecurity Review Measures.
For the fiscal year ended October 31, 2024, two customers accounted for approximately 10% and 10% of our total revenue, respectively. For the fiscal year ended October 31, 2023, two customers accounted for approximately 10% and 10% of our total revenue, respectively.
For the fiscal year ended October 31, 2023, two customers accounted for approximately 10% and 10% of our total revenue, respectively.
Our PRC subsidiaries develop our proprietary beauty products and offer complimentary after-sales beauty services in our physical stores. Park Ha Jiangsu, in addition to operating our three physical stores, is the research and development center focusing on skincare products development and improvement for sensitive skin.
Our PRC subsidiaries develop our proprietary beauty products and offer complimentary after-sales beauty services in our physical stores. Park Ha Jiangsu, in addition to operating our seven physical stores, is the research and development center focusing on skincare products development and improvement for sensitive skin.
PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 8 PARKHA AOUA MOISTURIZING PEPRIDE-INFUSION ESSENCE 2ml*30 bottle It contains a hydrating and nourishing essence that replenishes the skin’s moisture and nutrients, relieving dry and rough skin.
PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 7 PARKHA AOUA MOISTURIZING PEPRIDE-INFUSION ESSENCE 2ml*30 bottle It contains a hydrating and nourishing essence that replenishes the skin’s moisture and nutrients, relieving dry and rough skin.
On June 29, 2024, the Company effected a forward split of its Ordinary Shares at a ratio of 1-for-5. After the forward split, the Company were authorized to issue 2,500,000,000 Ordinary Shares and have 25,000,000 Ordinary Shares issued and outstanding.
The Forward Share Split and Reverse Share Split On June 29, 2024, the Company effected a forward split of its Ordinary Shares at a ratio of 1-for-5. After the forward split, the Company were authorized to issue 2,500,000,000 Ordinary Shares and have 25,000,000 Ordinary Shares issued and outstanding.
It improves the dry, rough, and tight state of the skin, increases the skin’s moisture content, provides moisturizing care, and strengthens the skin, resulting in a translucent, radiant, and luminous complexion 199 Oily, combination to oily skin, acne-prone skin 58 NO.
It improves the dry, rough, and tight state of the skin, increases the skin’s moisture content, provides moisturizing care, and strengthens the skin, resulting in a translucent, radiant, and luminous complexion 199 Oily, combination to oily skin, acne-prone skin 61 NO.
PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 5 PARKHA METABOLISM ENERGY ESSENCE WATER 120ml The product has a fine and smooth texture that is easy to absorb and not sticky.
PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 4 PARKHA METABOLISM ENERGY ESSENCE WATER 120ml The product has a fine and smooth texture that is easy to absorb and not sticky.
The franchisees operating under the “Geni” or “ 歌妮 ” brand sell products from the “Park Ha” brand and other third-party brands with Xinzhan’s permission. Franchisees must adhere to the proper use of equipment and engage in the sale of authorized skincare or beauty products. Park Ha Shanghai provides monthly training to the beauticians of each franchisee.
The franchisees operating under the “Geni” or “歌妮” brand sell products from the “Park Ha” brand and other third-party brands with Xinzhan’s permission. Franchisees must adhere to the proper use of equipment and engage in the sale of authorized skincare or beauty products. Park Ha Jiangsu provides training to the beauticians of each franchisee.
In addition, Park Ha Jiangsu engages third-party testing agencies to conduct cosmetics safety testing. 64 Once the samples pass the third-party testing agency’s safety testing, Park Ha Jiangsu will coordinate with the third-party manufacturers to complete the record-filing with the NMPA.
In addition, Park Ha Jiangsu engages third-party testing agencies to conduct cosmetics safety testing. 65 Once the samples pass the third-party testing agency’s safety testing, Park Ha Jiangsu will coordinate with the third-party manufacturers to complete the record-filing with the NMPA.
Our product line includes nearly 128 products divided into 14 series, covering almost all categories of the skincare industry. Our signature products “Little Blue Injection Serum” and series of freeze-dried powders have been well received by consumers. Our products mainly focus on small molecule peptide compositions, such as palmitoyl pentapeptide-3, palmitoyl tripeptide-1, acetyl hexapeptide-3, acetyl tetrapeptide-5, carnosine, collagen, etc.
Our product line includes nearly 70 products divided into 10 series, covering almost all categories of the skincare industry. Our signature products “Little Blue Injection Serum” and series of freeze-dried powders have been well received by consumers. Our products mainly focus on small molecule peptide compositions, such as palmitoyl pentapeptide-3, palmitoyl tripeptide-1, acetyl hexapeptide-3, acetyl tetrapeptide-5, carnosine, collagen, etc.
It moisturizes and locks in moisture while having a lightweight and non-greasy texture 398 All skin type 7 PARKHA AOUA MOISTURIZING PEPRIDE-INFUSION ESSENCE 2ml*10 bottle It contains a hydrating and nourishing essence that replenishes the skin’s moisture and nutrients, relieving dry and rough skin. It smoothens and softens the skin, leaving it hydrated and radiant 397 Dry, mixed 57 NO.
It moisturizes and locks in moisture while having a lightweight and non-greasy texture 398 All skin type 6 PARKHA AOUA MOISTURIZING PEPRIDE-INFUSION ESSENCE 2ml*10 bottle It contains a hydrating and nourishing essence that replenishes the skin’s moisture and nutrients, relieving dry and rough skin. It smoothens and softens the skin, leaving it hydrated and radiant 397 Dry, mixed 60 NO.
Our core operating model has helped us efficiently and quickly build and expand our successful brand and products. 50 Our Franchise Model Our franchise system is critical to our business operations.
Our core operating model has helped us efficiently and quickly build and expand our successful brand and products. 53 Our Franchise Model Our franchise system is critical to our business operations.
As of October 31, 2024, we had about 6,018 customers in our directly operated stores, all of whom are retail customers. Our products and innovative digital marketing strategy are primarily targeted at young adults and middle-aged generations consisting of women with white-collared occupations.
As of October 31, 2025, we had about 6,630 customers in our directly operated stores, all of whom are retail customers. Our products and innovative digital marketing strategy are primarily targeted at young adults and middle-aged generations consisting of women with white-collared occupations.
It is formulated with ceramides and high-quality ingredients, combined with a filtrate of yeast fermentation products, to replenish skin moisture, moisturize and moisturize, leaving the skin delicate, hydrated and radiant 236 All skin type 6 PARK HA PERFECT MOISTURIZER CREAM 50g It effectively and evenly nourishes the skin, making it hydrated and radiant.
It is formulated with ceramides and high-quality ingredients, combined with a filtrate of yeast fermentation products, to replenish skin moisture, moisturize and moisturize, leaving the skin delicate, hydrated and radiant 268 All skin type 5 PARK HA PERFECT MOISTURIZER CREAM 50g It effectively and evenly nourishes the skin, making it hydrated and radiant.
The purpose of the vocational training schools will be to provide professional training to our franchisee staff. We currently have eleven employees in directly owned stores and encourage our franchisees to equip each store with around five employees. We also intend to set up an internal training institute on beauty treatment to advance existing talents at the headquarters.
The purpose of the vocational training schools will be to provide professional training to our franchisee staff. We currently have 25 employees in directly owned stores and encourage our franchisees to equip each store with around 4-7 employees. We also intend to set up an internal training institute on beauty treatment to advance existing talents at the headquarters.
Xinzhan leads the marketing and promotional efforts and is the entity in charge of our franchising business. Park Ha Shanghai is a training center for our franchisee staff. As part of our value-added service for our products, our directly-operated stores and franchisees offer “light beauty experience”, a quick complimentary after-sales beauty service performed in the stores .
Xinzhan leads the marketing and promotional efforts and is the entity in charge of our franchising business. Park Ha Jiangsu provides training to our franchisee staff. As part of our value-added service for our products, our directly-operated stores and franchisees offer “light beauty experience”, a quick complimentary after-sales beauty service performed in the stores .
As of the date of this annual report, Park Ha Jiangsu and Xinzhan have a total of 20 registered trademarks, 8 registered patents, 5 registered copyrights, and 1 domain name. All of them are in China.
As of the date of this annual report, Park Ha Jiangsu and Xinzhan have a total of 20 registered trademarks, 12 registered patents, 7 registered copyrights, and 1 domain name. All of them are in China.
It smoothens and softens the skin, leaving it hydrated and radiant 1068 Dry, mixed 9 PARK HA GANODERMA MOISTURIZING CREAM 50g Utilizing patented extraction technology of Ganoderma lucidum, it is pure and concentrated.
It smoothens and softens the skin, leaving it hydrated and radiant 1191 Dry, mixed 8 PARK HA GANODERMA MOISTURIZING CREAM 50g Utilizing patented extraction technology of Ganoderma lucidum, it is pure and concentrated.
As of the date of this annual report, the filing with NMPA for all of our products have been completed before they were marketed in accordance with the applicable laws and regulations. 55 NO.
As of the date of this annual report, the filing with NMPA for all of our products have been completed before they were marketed in accordance with the applicable laws and regulations. 58 Our primary products are as follows: NO.
In addition to the three stores directly operated by Park Ha Jiangsu, as of October 31, 2024, 2023 and 2022, we had 45, 38 and 49 franchisees in China, of which 43, 36 and 45 franchisees operate under the store name “Park Ha”.
In addition to the five stores directly operated by Park Ha Jiangsu, as of October 31, 2025, 2024 and 2023, we had 22, 45 and 38 franchisees in China, of which 22, 43 and 36 franchisees operate under the store name “Park Ha”.
Type of Franchisees Annual Franchise Fees Cash Subsidies (limited to renovations and advertising purposes) Area Notes Regional store RMB2 million (approximately $278,730) RMB360,000 200 sqm Territorial exclusivity and a wider variety of products than single store Skin management center RMB550,000 (approximately $76,650) RMB50,000 200 sqm a wider variety of products than single store Single store RMB100,000 (approximately $13,936) N/A 50 sqm Research and Development Park Ha Jiangsu is our research and development center focusing on skincare products development and improvement for sensitive skin.
Type of Franchisees Annual Franchise Fees Cash Subsidies (limited to renovations and advertising purposes) Area Notes Regional store RMB2 million (approximately $278,730) RMB360,000 200 sqm Territorial exclusivity and a wider variety of products than single store Skin management center RMB550,000 (approximately $76,650) RMB50,000 200 sqm a wider variety of products than single store (Starting from the second half of 2025, subsidies will no longer be provided) Single store RMB100,000 (approximately $13,936) N/A 50 sqm Research and Development Park Ha Jiangsu is our research and development center focusing on skincare products development and improvement for sensitive skin.
ITEM 4. INFORMATION OF THE COMPANY A. History and Development of the Company Park Ha Cayman is a holding company with no operations of its own and conducts its operations in China through its PRC subsidiaries.
ITEM 4. INFORMATION OF THE COMPANY A. History and Development of the Company Our Corporate History and Structure Park Ha Cayman is a holding company incorporated in the Cayman Islands with no operations of its own and conducts its operations in China through its PRC subsidiaries.
As of October 31, 2024, 2023 and 2022, we had 45, 38 and 49 franchisees in China, of which 43, 36 and 45 franchisees operate under the store name “Park Ha”. As of October 31, 2024, 2023 and 2022, we had 2, 2 and 4 franchisees operate under a different brand name, “Geni” or “ 歌妮 ”.
As of October 31, 2025, 2024 and 2023, we had 22, 45 and 38 franchisees in China, of which 22, 43 and 36 franchisees operate under the store name “Park Ha”. As of October 31, 2025, 2024 and 2023, we had 0, 2 and 2 franchisees operate under a different brand name, “Geni” or “歌妮”.
Each of the directly operated stores has a product sample area and a product experience area. We sell our products in the stores and provide complimentary after-sales beauty services. As of October 31, 2024, we have a total of 17 employees working in our three directly operated stores.
Each of the directly operated stores has a product sample area and a product experience area. We sell our products in the stores and provide complimentary after-sales beauty services. As of October 31, 2025, we have a total of 25 employees working in our five directly operated stores.
Given our reliance on our third-party manufacturers to provide us with the formulas for our products and that we do not own the formulas, if we fail to enforce such agreements and if our competitors engage the same manufacturers and introduce the same or similar products at a significantly lower price in the same markets that we operate in, our results of operations may be adversely affected. 67 Trademarks The following table sets forth a brief description of Park Ha Jiangsu and Xinzhan’s trademarks as of the date of this prospectus, all of which are registered in China: Trademark Number File Date Trademark Name Status Expiration Date Jurisdiction Owner 40583272 2020/5/21 Granted 2030.5.20 China Park Ha Jiangsu 19552102 2017/5/21 Granted 2027.5.20 China Xinzhan 52389822 2021/12/21 Granted 2031.12.20 China Xinzhan 52369491 2021/9/21 Granted 2031.9.20 China Xinzhan 52374721 2021/9/21 Granted 2031.9.20 China Xinzhan 52331512 2021/11/28 Granted 2031.11.27 China Xinzhan 51586756 2021/8/14 Granted 2031.8.13 China Xinzhan 51578063 2021/7/21 Granted 2031.7.20 China Xinzhan 49183046 2021/8/21 Granted 2031.8.20 China Xinzhan 44201869 2020/10/21 Granted 2030.10.20 China Xinzhan 31045437 2019/5/21 Granted 2029.5.20 China Xinzhan 31035182 2019/2/28 Granted 2029.2.28 China Xinzhan 26363194 2018/9/28 Granted 2028.9.27 China Xinzhan 25600575 2018/7/28 Granted 2028.7.27 China Xinzhan 24916764 2018/6/21 Granted 2028.6.20 China Xinzhan 24923602 2018/6/21 Granted 2028.6.20 China Xinzhan 24919892 2018/6/21 Granted 2028.6.20 China Xinzhan 19552028 2017/5/28 Granted 2027.5.27 China Xinzhan 19552238 2017/5/28 Granted 2027.5.27 China Xinzhan 19552309 2017/5/21 Granted 2027.5.20 China Xinzhan 68 Patents The following table sets forth a brief description of Park Ha Jiangsu’s utility model patents as of the date of this prospectus, all of which are registered in China: Patent Number File Date Issue Date Expiration Date Title Status ZL202220091842.2 2022.1.13 2022.8.26 2032.1.12 A kettle type device for fine chemical reaction Effective ZL20220087676.9 2022.1.13 2022.8.26 2032.1.12 A filter device for biofiltration Effective ZL20220088104.2 2022.1.13 2022.8.26 2032.1.12 A high-efficiency chemical material mixing equipment for deep-processing reaction Effective ZL202123449958.3 2021.12.31 2022.9.20 2031.12.30 A biological response kettle Effective ZL202220087588.9 2022.1.13 2022.08.26 2032.1.12 A Natural Effective Ingredients Extraction Equipment Effective ZL202223446372.6 2022.12.22 2023.3.21 2032.12.21 A biomass continuous dry distillation equipment Effective ZL202222184931.4 2022.8.19 2023.10.20 2032.8.18 A biological denitrification equipment Effective ZL202322585783.1 2023.9.22 2024.4.30 2033.9.21 A biomass pressing device Effective Copyrights The following table sets forth a brief description of Park Ha Jiangsu’s software copyrights as of the date of this prospectus, all of which are registered in China: Copyright Number Issue Date Expiration Date Category Copyright Name Owner RZDZ NO. 8929556 2021.12.29 2071.12.29 Software A plant harmful component detection system basing on big data analysis V1.0 Park Ha Jiangsu RZDZ NO. 8929558 2021.12.29 2071.12.29 Software A microbial culture environment data analysis system Park Ha Jiangsu RZDZ NO. 8929557 2021.12.29 2071.12.29 Software An online trading system for biosynthetic prepared products based on block chain technology Park Ha Jiangsu RZDZ NO. 8934000 2021.12.29 2071.12.29 Software A bioactive substance synthesis system based on artificial intelligence technology Park Ha Jiangsu RZDZ NO. 8934001 2021.12.29 2071.12.29 Software An herbal essence extraction control system based on AI technology Park Ha Jiangsu Domain Through Xinzhan, we currently have the right to use one domain name that is registered and issued in the PRC, as follows: Number Domain Name Owner 1 parkha.cn Xinzhan Regulations This section sets forth a summary of the most significant rules and regulations that affect our business activities in China.
Given our reliance on our third-party manufacturers to provide us with the formulas for our products and that we do not own the formulas, if we fail to enforce such agreements and if our competitors engage the same manufacturers and introduce the same or similar products at a significantly lower price in the same markets that we operate in, our results of operations may be adversely affected. 68 Trademarks The following table sets forth a brief description of Park Ha Jiangsu and Xinzhan’s trademarks as of the date of this prospectus, all of which are registered in China: Trademark Number File Date Trademark Name Status Expiration Date Jurisdiction Owner 40583272 2020/5/21 Granted 2030.5.20 China Park Ha Jiangsu 19552102 2017/5/21 Granted 2027.5.20 China Xinzhan 52389822 2021/12/21 Granted 2031.12.20 China Xinzhan 52369491 2021/9/21 Granted 2031.9.20 China Xinzhan 52374721 2021/9/21 Granted 2031.9.20 China Xinzhan 52331512 2021/11/28 Granted 2031.11.27 China Xinzhan 51586756 2021/8/14 Granted 2031.8.13 China Xinzhan 51578063 2021/7/21 Granted 2031.7.20 China Xinzhan 49183046 2021/8/21 Granted 2031.8.20 China Xinzhan 44201869 2020/10/21 Granted 2030.10.20 China Xinzhan 31045437 2019/5/21 Granted 2029.5.20 China Xinzhan 31035182 2019/2/28 Granted 2029.2.28 China Xinzhan 26363194 2018/9/28 Granted 2028.9.27 China Xinzhan 25600575 2018/7/28 Granted 2028.7.27 China Xinzhan 24916764 2018/6/21 Granted 2028.6.20 China Xinzhan 24923602 2018/6/21 Granted 2028.6.20 China Xinzhan 24919892 2018/6/21 Granted 2028.6.20 China Xinzhan 19552028 2017/5/28 Granted 2027.5.27 China Xinzhan 19552238 2017/5/28 Granted 2027.5.27 China Xinzhan 19552309 2017/5/21 Granted 2027.5.20 China Xinzhan 69 Patents The following table sets forth a brief description of Park Ha Jiangsu’s utility model patents as of the date of this prospectus, all of which are registered in China: Patent Number File Date Issue Date Expiration Date Title Status ZL202220091842.2 2022.1.13 2022.8.26 2032.1.12 A kettle type device for fine chemical reaction Effective ZL202220087676.9 2022.1.13 2022.8.26 2032.1.12 A filter device for biofiltration Effective ZL202220088104.2 2022.1.13 2022.8.26 2032.1.12 A high-efficiency chemical material mixing equipment for deep-processing reaction Effective ZL202123449958.3 2021.12.31 2022.9.20 2031.12.30 A biological response kettle Effective ZL202220087588.9 2022.1.13 2022.08.26 2032.1.12 A Natural Effective Ingredients Extraction Equipment Effective ZL202223446372.6 2022.12.22 2023.3.21 2032.12.21 A biomass continuous dry distillation equipment Effective ZL202222184931.4 2022.8.19 2023.10.20 2032.8.18 A biological denitrification equipment Effective ZL202322585783.1 2023.9.22 2024.4.30 2033.9.21 A biomass pressing device Effective ZL202322299499.8 2023.8.25 2024.3.26 2033.8.24 A deep mixing bioreactor Effective ZL202322268335.9 2023.8.22 2024.3.26 2033.8.21 A cooling and screening device for biochemical applications Effective ZL202210977506.2 2022.08.15 2024.05.24 2032.08.14 A biological nanofilm dust suppression device Effective ZL202322265294.8 2023.08.22 2024.05.24 2033.8.21 A biochemical experimental platform Effective Copyrights The following table sets forth a brief description of Park Ha Jiangsu’s software copyrights as of the date of this prospectus, all of which are registered in China: Copyright Number Issue Date Expiration Date Category Copyright Name Owner 2021SR2206930 2021.12.29 2071.12.31 Software A plant harmful component detection system basing on big data analysis V1.0 Park Ha Jiangsu 2021SR2206932 2021.12.29 2071.12.31 Software A microbial culture environment data analysis system Park Ha Jiangsu 2021SR2206931 2021.12.29 2071.12.31 Software An online trading system for biosynthetic prepared products based on block chain technology Park Ha Jiangsu 2021SR2211374 2021.12.29 2071.12.31 Software A bioactive substance synthesis system based on artificial intelligence technology Park Ha Jiangsu 2021SR2211375 2021.12.29 2071.12.31 Software An herbal essence extraction control system based on AI technology Park Ha Jiangsu 2025SR0388978 2025.03.05 2075.12.31 Software Puhua Biological Skin Barrier Repair Technology Repair Process Tracking Software V1.0 Park Ha Jiangsu 2025SR0388956 2025.03.05 2075.12.31 Software Puhua Biological Collagen Peptide Gel Synthesis Process Control Software V1.0 Park Ha Jiangsu Domain Through Xinzhan, we currently have the right to use one domain name that is registered and issued in the PRC, as follows: Number Domain Name Owner 1 parkha.cn Xinzhan Regulations This section sets forth a summary of the most significant rules and regulations that affect our business activities in China.
In December 2024, we completed an initial public offering in which we offered and sold an aggregate of 1,20,000 Ordinary Shares.
The IPO In December 2024, we completed an initial public offering in which we offered and sold an aggregate of 1,200,000 Ordinary Shares.
PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 19 ACNE CLEAN TEA MASK 28ml*10P The thin and breathable sheet adheres closely to the face, providing moisture while being gentle and translucent.
The skin appears hydrated 268 All skin type 63 NO. PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 19 ACNE CLEAN TEA MASK 28ml*10P The thin and breathable sheet adheres closely to the face, providing moisture while being gentle and translucent.
It enters into franchisee agreements with our franchisees and operates directly-owned stores. III. Park Ha Shanghai serves as a training center where we provide training to staff working at our franchise stores. We also cooperate with third-party training agencies to provide more professional training to our staff.
It enters into franchisee agreements with our franchisees and operates directly-owned stores. III. Park Ha Jiangsu is responsible for providing training to staff working at our franchise stores. We also cooperate with third-party training agencies to provide more professional training to our staff.
As of October 31, 2024, the stores, including directly-operated stores and franchisees, are mostly located in first-, second-, and third-tier cities in various provinces in China, including Anhui Province, Jiangsu Province, Hainan Province, Henan Province, Shanxi Province, Shandong Province, Liaoning Province, Guizhou Province, Shaanxi Province, Sichuan Province, Heilongjiang Province, Zhejiang Province, Tianjin, Hebei Province and Guangdong Province.
As of October 31, 2025, the stores, including directly-operated stores and franchisees, are mostly located in first-, second-, and third-tier cities in various provinces in China, including Jiangsu Province, Shanxi Province, Shandong Province, Liaoning Province, Heilongjiang Province and Hebei Province.
PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 15 YEAST AND PLANT EXTRACT FACIAL TONER 3ml*10 bottle Contains plant extract essence that improves dry and rough skin, making the skin moisturized, tender, and radiant 188 All skin type 16 YEAST AND PLANT EXTRACT FACIAL SET (3ml+7g)*10 It contains a variety of essences, with a natural and hydrating texture.
PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 14 ANTI-AGING LIFTING GEL 18g*10 piece Provides hydration and nutrients to the skin, repairs and rejuvenates the skin, making it soft, smooth, and firm 339 All skin type 15 YEAST AND PLANT EXTRACT FACIAL TONER 3ml*10 bottle Contains plant extract essence that improves dry and rough skin, making the skin moisturized, tender, and radiant 188 All skin type 16 YEAST AND PLANT EXTRACT FACIAL SET (3ml+7g)*10 It contains a variety of essences, with a natural and hydrating texture.
It combines various plant essences to gently rejuvenate the skin, balance the skin’s moisture and oil, and promote an even and radiant complexion 459 Oily, combination to oily skin, acne-prone skin 12 PARKHA COLLAGEN ENERGIZING & FIRMING ESSENCE 3ml*10 bottle Using a firming formula to soften the skin, replenish moisture, enhance skin hydration, and improve dryness and roughness; Effectively enhance skin elasticity, improve skin sagging, gradually tighten your skin under daily care, make your skin delicate, smooth, and radiant with charming radiance 619 All skin types, customers with anti-aging needs 13 PARKHA COLLAGEN ENERGIZING & FIRMING ESSENCE 30ml Using a firming formula to soften the skin, replenish moisture, enhance skin hydration, and improve dryness and roughness; Effectively enhance skin elasticity, improve skin sagging, gradually tighten your skin under daily care, make your skin delicate, smooth, and radiant with charming radiance 449 All skin types, customers with anti-aging needs 14 ANTI-AGING LIFTING GEL 18g*10 piece Provides hydration and nutrients to the skin, repairs and rejuvenates the skin, making it soft, smooth, and firm 339 All skin type 59 NO.
It combines various plant essences to gently rejuvenate the skin, balance the skin’s moisture and oil, and promote an even and radiant complexion 459 Oily, combination to oily skin, acne-prone skin 11 PARKHA COLLAGEN ENERGIZING & FIRMING ESSENCE 2ml*10 bottle Using a firming formula to soften the skin, replenish moisture, enhance skin hydration, and improve dryness and roughness; Effectively enhance skin elasticity, improve skin sagging, gradually tighten your skin under daily care, make your skin delicate, smooth, and radiant with charming radiance 619 All skin types, customers with anti-aging needs 12 PARKHA COLLAGEN ENERGIZING & FIRMING ESSENCE 30ml Using a firming formula to soften the skin, replenish moisture, enhance skin hydration, and improve dryness and roughness; Effectively enhance skin elasticity, improve skin sagging, gradually tighten your skin under daily care, make your skin delicate, smooth, and radiant with charming radiance 449 All skin types, customers with anti-aging needs 13 YEAST ESSENCE SKIN TREATMENT MILK 7g*10 piece Containing hydrating and nourishing essence, it replenishes skin moisture and nutrients, alleviates dry and rough skin, smoothes and tenderizes the skin, leaving it hydrated and nourished 379 All skin type 62 NO.
For the fiscal year ended October 31, 2022, no customer accounted for more than 10% of our total revenue.
For the fiscal year ended October 31, 2025, no customer accounted for more than 10% of our total revenue. For the fiscal year ended October 31, 2024, two customers accounted for approximately 10% and 10% of our total revenue, respectively.
For the fiscal year ended October 31, 2022, there were two suppliers who accounted for 10% or more of the Company’s total purchases and such suppliers accounted for approximately 36% and 11% of our total purchases, respectively. 54 Our Customers The majority of our customers are franchisees and retail customers in the skincare industry.
For the fiscal year ended October 31, 2023, there was one supplier who accounted for 10% or more of the Company’s total purchases and such supplier accounted for approximately 58% of our total purchases. 57 Our Customers The majority of our customers are franchisees and retail customers in the skincare industry.
Our Suppliers For the fiscal year ended October 31, 2024, four suppliers accounted for approximately 15%, 11%, 10% and 11% of our total purchases, respectively. For the fiscal year ended October 31, 2023, there was one supplier accounted for approximately 58% of our total purchases.
For the fiscal year ended October 31, 2024, there were four suppliers who accounted for 10% or more of the Company’s total purchases and such suppliers accounted for approximately 15%, 11%, 10% and 11% of our total purchases, respectively.
The synergistic effect of licorice fruit and Vitamin E enhances radiance, making the skin smooth and translucent 228 All skin type 27 PARK HA REVITALIZE EYE ESSENCE 2ml*10 Moisturizes the skin, improves dryness and dehydration, provides intense hydration to the skin around the eyes, revitalizing and rejuvenating it with a fresh and hydrated appearance 298 All skin type Manufacture of Our Products Park Ha Jiangsu engages and commissions third-party manufacturers to produce our products.
The synergistic effect of licorice fruit and Vitamin E enhances radiance, making the skin smooth and translucent 228 All skin type 24 PARK HA REVITALIZE EYE ESSENCE 2ml*10 Moisturizes the skin, improves dryness and dehydration, provides intense hydration to the skin around the eyes, revitalizing and rejuvenating it with a fresh and hydrated appearance 298 All skin type 25 PARKHA LIGHT SENSE HUAN LIANG FREEZE DRIED POWDER (50mg+3ml)*10 The texture is smooth and refreshing. effectively brightening the skin and making it fair and luminous.
PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 21 PARKHA SHUIGUANG MASK 28ml*10P It contains ingredients such as sodium hyaluronate and Sophora flavescens root extract, which provide the skin with essential nutrients and moisture, moisturize and hydrate, and care for the skin.
It helps improve skin problems such as dehydration, dryness, and roughness, making the skin delicate, translucent, smooth, and radiant 268 All skin type 21 PARKHA SHUIGUANG MASK 28ml*10P It contains ingredients such as sodium hyaluronate and Sophora flavescens root extract, which provide the skin with essential nutrients and moisture, moisturize and hydrate, and care for the skin.
Organizational structure The following diagram illustrates our corporate structure as of the date of this annual report: Name Background Ownership Park Ha HK Incorporated on October 25, 2022 as a limited liability company in Hong Kong 100% owned by Park Ha Cayman WFOE Incorporated on May 5, 2023 as a limited liability company in the PRC 100% owned by Park Ha HK Park Ha Jiangsu Incorporated on August 13, 2019 as a limited liability company in the PRC 100% owned by WFOE Xinzhan Incorporated on March 31, 2016 as a limited liability company in the PRC 100% owned by WFOE Park Ha Shanghai Incorporated on April 17, 2017 as a limited liability company in the PRC 100% owned by Xinzhan Wuxi Muchen Biotechnology Co., Ltd Incorporated on February 21, 2025 as a limited liability company in the PRC 100% owned by Pa Ha Jiangsu Wuxi Mufeng Biotechnology Co., Ltd.
Organizational structure The following diagram illustrates our corporate structure as of October 31, 2025: Name Background Ownership Park Ha Biological Technology (HK) Co., Ltd. Incorporated on October 25, 2022 as a limited liability company in Hong Kong 100% owned by Park Ha Cayman Park Ha Investment (Wuxi) Co., Ltd.
Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “PHH.” Our principal executive office is located at 901, Building C, Phase 2, Wuxi International Life Science Innovation Campus, 196 Jinghui East Road, Wuxi, Jiangsu Province, People’s Republic of China 214000. The telephone number of our principal executive offices is +86-400-012-7562.
Unless otherwise indicated, all information elsewhere in this annual report reflects the reverse stock split. Corporate Information Our principal executive office is located at 901, Building C, Phase 2, Wuxi International Life Science Innovation Campus, 196 Jinghui East Road, Wuxi, Jiangsu Province, People’s Republic of China 214100. The telephone number of our principal executive offices is +86-400-012-7562.
It adheres closely to the skin, effectively concealing roughness and imperfections, brightening the complexion, and minimizing the appearance of pores. It gives the skin a radiant and translucent glow 156 All skin type 4 PARK HA POLYPEPTIDE PREESSENCE 30ml It contains specially selected ingredients such as Palmitoyl Pentapeptide-4, which has repairing and moisturizing properties.
It adheres closely to the skin, effectively concealing roughness and imperfections, brightening the complexion, and minimizing the appearance of pores. It gives the skin a radiant and translucent glow 156 All skin type 59 NO.
As of October 31, 2024, 2023 and 2022, we had 2, 2 and 4 franchisees operate under a different brand name, “Geni” or “ 歌妮 ”.
As of October 31, 2025, 2024 and 2023, we had 0, 2 and 2 franchisees operate under a different brand name, “Geni” or “歌妮”. 52 Our PRC subsidiaries specialize in providing skincare and cosmetic products under our brand name “Park Ha” in China.
PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 26 PARRHA EXTRACT RENEWAL ESSENCE OIL 30ml Contains various botanical extracts such as white lotus flower and squalane, improving fine lines and wrinkles caused by skin dehydration, providing deep hydration.
It contains (animal) umbilical cord extract, which deeply nourishes the skin, leaving it hydrated and silky smooth 1660 All skin type 23 PARRHA EXTRACT RENEWAL ESSENCE OIL 30ml Contains various botanical extracts such as white lotus flower and squalane, improving fine lines and wrinkles caused by skin dehydration, providing deep hydration.
Information on our leased properties as of the date of this annual report is summarized below: Location Size (Square Meters) Term Primary Use 901, Building C, Phase 2, Wuxi International Life Science Innovation Campus, 196 Jinghui East Road Xinwu District, Wuxi, Jiangsu Province, China 400.00 May 13, 2024 – May 12, 2025 Office Room A801, 530 Building, No. 18 Qingyuan Road, Xinwu District, Wuxi 290.00 September 1, 2024 – December 31, 2025 Office Room 1602A-4238, No.11, Lane 803, Shuangcheng Road, Baoshan District, Shanghai 20.00 April 26, 2019 – April 19, 2025 Office Building 4, No. 380 Jincheng East Road, Xinwu District, Wuxi, Jiangsu Province 254.00 November 10, 2022 - November 9, 2025 Warehouse Building 3, No. 380 Jincheng East Road, Xinwu District, Wuxi 180.00 September 18, 2024 - September 17, 2025 Warehouse Unit 3404, Building 52, Haiyue Garden, No. 196 Guanshan Road, Binhu District, Wuxi 109.93 March 13, 2023 - March 12, 2026 Employee Dormitory Shop No. 3050B, Xinwu Wanda Plaza, Wuxi, Jiangsu Province, China 66.30 September 30, 2023 – September 29, 2025 Operation No. 3 Qianwei Road, Xinwu District, Wuxi 53.64 November 1, 2021 – September 30, 2027 Operation Shop 3013-3-3, 3rd Floor, Wuxi Baile Plaza, No. 331 Sheng’an West Road, Wuxi 44.00 August 1, 2024 – July 31, 2029 Operation ITEM 4A.
Information on our leased properties as of October 31, 2025 is summarized below: Location Size (Square Meters) Term Primary Use 901, Building C, Phase 2, Wuxi International Life ScienceInnovation Campus, 196 Jinghui East Road Xinwu District, Wuxi, Jiangsu Province, China 400.00 July 1, 2025 –December 31, 2028 Office Building 3, No. 380 Jincheng East Road, Xinwu District, Wuxi 180.00 September 18, 2024 – September 30, 2026 Warehouse Unit 3404, Building 52, Haiyue Garden, No. 196 GuanshanRoad, Binhu District, Wuxi 109.93 March 13, 2024 – March 12, 2026 Employee Dormitory Shop No. 3050B, Xinwu Wanda Plaza, Wuxi, Jiangsu Province, China 66.30 September 30, 2025 – September 29, 2026 Operation No. 3 Qianwei Road, Xinwu District, Wuxi 53.64 March 1, 2025 – September 30, 2027 Operation Shop No. 433, Coastal City 30.39-401, Wuxi Economic Development Zone, Jiangsu Province, China 78.80 September 1, 2025 – December 29, 2027 Operation B161A, No. 88 Jinshi Road, Binhu District, Wuxi City, Jiangsu Province, China 49.00 May 20 2025 – May 19 2027 Operation No. 94, Jinghua Garden, Taihu Avenue, Binhu District, Wuxi 250 October 1 2025 – September 30 2027 Employee Dormitory 59-103, Bafanghui, Coastal City, Wuxi 58.83 October 8 2025 – October 7 2027 Operation
The engagement specifies that the third-party manufacturers shall purchase raw materials from our designated raw material suppliers. Park Ha Jiangsu does not enter into direct contracts with raw material suppliers.
Park Ha Jiangsu does not enter into direct contracts with raw material suppliers.
It moisturizes the skin around the eyes, replenishes the moisture and nutrients needed for the eye area, leaving the skin around the eyes hydrated, radiant, firm, and elastic 398 All skin type 62 NO. PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 24 WHITENING AND FRECKLE REMOVING FREEZE-DRIED POWDER (0.05g+3ml)*10 The texture is smooth and refreshing.
It improves dryness and roughness of the skin, leaving it hydrated, radiant, and soft to the touch 158 All skin type 64 NO. PRODUCT STANDARD FUNCTION RETAIL PRICE (RMB) TARGET SKIN PICTURE 22 UMBILICAL CORD ESSENCE FREEZE- DRIED POWDER (0.05g+3ml)*10 The texture is smooth and easy to spread.
Incorporated on February 21, 2025 as a limited liability company in the PRC 100% owned by Pa Ha Jiangsu 83 D. Property, plants and equipment Our principal executive offices are located in Wuxi, Jiangsu Province, China.
Property, plants and equipment Our principal executive offices are located in Wuxi, Jiangsu Province, China.
We established Park Ha Cayman as our holding company in the Cayman Islands on October 11, 2022 in anticipation of future capital raising from international investors. In connection with the restructuring for our initial public offering, WFOE acquired 100% of the equity interest in Park Ha Jiangsu and Xinzhan.
Park Ha Jiangsu was incorporated on August 13, 2019 under the laws of the PRC and is a wholly owned subsidiary of WFOE. Park Ha Cayman was incorporated on October 11, 2022 under the laws of the Cayman Islands in anticipation of future capital raising from international investors.
As of the date of this annual report, our three directly operated stores are located in Wuxi Xinwu Wanda Plaza, Jinlun Xingguang Mingzuo Life Plaza and Wuxi Baile Plaza, Wuxi, Jiangsu Province, PRC, the areas of which are 66.30 square meters, 53.64 square meters and 44.00 square meters, respectively.
As of October 31,2025, our five directly operated stores are located in Wuxi Xinwu Wanda Plaza, No.31 Zhenze Road,Xinwu District ,Wuxi Starlight Life Plaza,No.3 Qianwei Road,Xinwu District,Shop No. 433 at 30.39-401,Coastal City, Economic Development Zone,B161A at No. 88 Jinshi Road, Binhu District, Wuxi Mixc Mall,No.88 Jinshi Road,Binhu District and 59-103 at Bafanghui,Wuxi, Jiangsu Province, PRC, the areas of which are 66.30 square meters, 53.64 square meters,78.8 square meters ,49 square meters and 58.83 square meters, respectively.
Removed
Xinzhan has entered into supplemental agreements with these franchisees that operate stores under a different brand name, pursuant to which each such franchisee is allowed to keep the existing store name and does not have to change the store name to “Park Ha”.
Added
The following diagram illustrates our corporate structure as of October 31, 2025: Xinzhan was incorporated on March 31, 2016 under the laws of the PRC and is a wholly owned subsidiary of WFOE. Park Ha Shanghai was incorporated on April 17, 2017 under the laws of the PRC and is a wholly owned subsidiary of Xinzhan.
Removed
The franchisees operating under the “Geni” or “ 歌妮 ” brand sell products from the “Park Ha” brand and other third-party brands with Xinzhan’s permission. 49 Our PRC subsidiaries specialize in providing skincare and cosmetic products under our brand name “Park Ha” in China.
Added
Park Ha HK was incorporated on October 25, 2022 under the laws of Hong Kong and a wholly owned subsidiary of Park Ha Cayman. WFOE was incorporated on May 5, 2023 under the laws of the PRC and is a wholly owned subsidiary of Park Ha HK.
Removed
It intensely repairs, firms, and brightens the skin. The rich and nourishing liquid texture soothes roughness and fine lines upon contact with the skin, making it appear smoother and more radiant 188 All skin type 56 NO.
Added
It is a holding company and is not engaged in any business as of the date of this annual report.
Removed
It presents a water-like, bright and shiny look, making the facial skin reveal a tender and bright luster, and creating a delicate, hydrated and charming skin 567 All skin type 17 MOISTURIZING POWDER 30g*20 Hydrates the skin, refines the skin’s texture, and leaves the skin refreshed and radiant 385 All skin type 18 AQUA HYDRATING MASK 28ml*10P Rich in various plant extracts and sodium hyaluronate, effectively improving dry and dehydrated skin.
Added
In connection with the restructuring for our initial public offering, WFOE acquired 100% of the equity interest in Park Ha Jiangsu and Xinzhan. 49 Wuxi Muchen was incorporated on February 21, 2025 under the laws of the PRC and is a wholly owned subsidiary of Park Ha Jiangsu.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The above decrease in cost of revenue was mainly due to: (i) the sales of some old products have decreased; (ii) some old products have been optimized in the company’s product composition structure, removing unnecessary packaging. These factors resulted in a decrease in cost of revenue compared to the previous period.
The above decrease in cost of revenue was mainly due to: (i) the sales of some old products have decreased; (ii) some old products have been optimized in the company’s product composition structure, removing unnecessary packaging. These factors resulted in a decrease in cost of revenue compared to the previous period.
Selling and marketing expenses For the fiscal year ended October 31, 2024, our selling and marketing expenses were $361,327, while for the fiscal year ended October 31, 2023, our selling and marketing expenses were $299,615, representing a increase of $61,712, or 21%.
For the fiscal year ended October 31, 2024, our selling and marketing expenses were $361,327, while for the fiscal year ended October 31, 2023, our selling and marketing expenses were $299,615, representing a increase of $61,712, or 21%.
The income tax expense for the fiscal year ended October 31, 2024 was adjusted by (i)the increase in the income tax expense by $112,241, of which $14,259 because Park Ha Jiangsu enjoyed a preferential rate of 15%, of which $93,472 because Park Ha Cayman is not subject to tax, of which $4,510 because Park Ha Jiangsu enjoyed a preferential rate of 15% in 2024 and 20% in 2023; (ii)the decrease in the income tax expense of $5,507due to the effect of super deduction of R&D expenses of $36,714;and (iii)the increase in the income tax expense by 7,260, of which $(3,827) as a result of offsetting previous years’ tax losses of $25,512 of Park Ha Jiangsu, of which $11,087 because Park Ha Shanghai recorded net loss for the fiscal year ended October 31, 2024;and (iv) the increase in the income tax expense of $2,510 due to the effect of non-deductible expenses of $15,962 93 The income tax expense for the fiscal year ended October 31, 2023 was adjusted by (i) the decrease in the income tax expense of $13,767 as a result of offsetting previous years’ tax losses of $50,630; (ii) the decrease in the income tax expense of $4,632 due to the effect of super deduction of R&D expenses of $23,160; (iii) the increase in the income tax expense of $48,158 due to the effect of non-deductible expenses of $193,168; and (iv) the increase in the income tax expense of $4,375 because Park Ha Jiangsu enjoyed a preferential rate of 20% and Park Ha Shanghai recorded net loss for the fiscal year ended October 31, 2023.
The income tax expense for the fiscal year ended October 31, 2024 was adjusted by (i)the increase in the income tax expense by $112,241, of which $14,259 because Park Ha Jiangsu enjoyed a preferential rate of 15%, of which $93,472 because Park Ha Cayman is not subject to tax, of which $4,510 because Park Ha Jiangsu enjoyed a preferential rate of 15% in 2024 and 20% in 2023; (ii)the decrease in the income tax expense of $5,507due to the effect of super deduction of R&D expenses of $36,714; and (iii)the increase in the income tax expense by 7,260, of which $(3,827) as a result of offsetting previous years’ tax losses of $25,512 of Park Ha Jiangsu, of which $11,087 because Park Ha Shanghai recorded net loss for the fiscal year ended October 31, 2024;and (iv) the increase in the income tax expense of $2,510 due to the effect of non-deductible expenses of $15,962 94 The income tax expense for the fiscal year ended October 31, 2023 was adjusted by (i) the decrease in the income tax expense of $13,767 as a result of offsetting previous years’ tax losses of $50,630; (ii) the decrease in the income tax expense of $4,632 due to the effect of super deduction of R&D expenses of $23,160; (iii) the increase in the income tax expense of $48,158 due to the effect of non-deductible expenses of $193,168; and (iv) the increase in the income tax expense of $4,375 because Park Ha Jiangsu enjoyed a preferential rate of 20% and Park Ha Shanghai recorded net loss for the fiscal year ended October 31, 2023.
We use the roll-rate method to measure expected credit losses of account receivables and loans receivable from franchisees, on a collective basis when similar risk characteristics exist. The roll-rate method stratifies the receivables balance by delinquency stages and projected forward in one-year increments using historical roll rate.
We use the roll-rate method to measure expected credit losses of loans receivable from franchisees, on a collective basis when similar risk characteristics exist. The roll-rate method stratifies the receivables balance by delinquency stages and projected forward in one-year increments using historical roll rate.
Our financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP. 84 A. Operating Results Key Factors Affecting Our Results of Operations Our Operating Subsidiaries currently derive a majority of their revenues from the sale of products and receipt of franchise fees.
Our financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP. A. Operating Results Key Factors Affecting Our Results of Operations Our Operating Subsidiaries currently derive a majority of their revenues from the sale of products and receipt of franchise fees.
The management adjusts the allowance that is determined by the roll-rate method for both current conditions and forecasts of economic conditions. For due from related parties and other receivables, we use the loss-rate method to evaluate the expected credit losses on an individual basis.
The management adjusts the allowance that is determined by the roll-rate method for both current conditions and forecasts of economic conditions. For account receivables, due from related parties and other receivables, we use the loss-rate method to evaluate the expected credit losses on an individual basis.
Products sales — Non-franchisees Product sales revenue from non-franchisees increased by $53,327, or 18%, from $302,505 for the fiscal year ended October 31, 2023 to $355,832 for the fiscal year ended October 31, 2024. Sales revenue from non-franchisees accounted for 15% and 12% of the total revenue, respectively, for the fiscal years ended October 31, 2024 and 2023.
Product sales revenue from non-franchisees increased by $53,327, or 18%, from $302,505 for the fiscal year ended October 31, 2023 to $355,832 for the fiscal year ended October 31, 2024. Sales revenue from non-franchisees accounted for 15% and 12% of the total revenue, respectively, for the fiscal years ended October 31, 2024 and 2023.
Net income As a result of the foregoing, for the fiscal year ended October 31, 2024, our net income was $478,561, compared to $852,042 for the fiscal year ended October 31, 2023, representing an decrease of $373,481 or 44%.
As a result of the foregoing, for the fiscal year ended October 31, 2024, our net income was $478,561, compared to $852,042 for the fiscal year ended October 31, 2023, representing a decrease of $373,481 or 44%.
The business relationships between us and our independent franchisees are built on our standards and policies that is of fundamental importance to the overall performance and protection of the “Park Ha” brand. 85 Expansion of our geographic coverage We believe there is a substantial opportunity to further grow our customer base by continuing to make significant investments in sales, marketing and brand building.
The business relationships between us and our independent franchisees are built on our standards and policies that is of fundamental importance to the overall performance and protection of the “Park Ha” brand. 86 Expansion of our geographic coverage We believe there is a substantial opportunity to further grow our customer base by continuing to make significant investments in sales, marketing and brand building.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report, particularly in “Risk Factors.” All amounts included herein with respect to the fiscal years ended October 31, 2024, 2023 and 2022 are derived from our audited consolidated financial statements included elsewhere in this annual report.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report, particularly in “Risk Factors.” All amounts included herein with respect to the fiscal years ended October 31, 2025, 2024 and 2023 are derived from our audited consolidated financial statements included elsewhere in this annual report.
The adoption of ASU 2016-13 did not have a material impact on our financial statements. 99 Our account receivables, loans receivable from franchisees, due from related parties and other receivables which is included in other receivables and other current assets line item in the balance sheet are within the scope of ASC Topic 326.
The adoption of ASU 2016-13 did not have a material impact on our financial statements. 100 Our account receivables, loans receivable from franchisees, due from related parties and other receivables which is included in other receivables and other current assets line item in the balance sheet are within the scope of ASC Topic 326.
Risks related to conducting business in China The recent intervention of the state government in the commercial activities of Chinese companies listed in the United States may have a negative impact on our operations. 100 Recently, the Chinese government announced that it will strengthen regulation of Chinese companies listed overseas.
Risks related to conducting business in China The recent intervention of the state government in the commercial activities of Chinese companies listed in the United States may have a negative impact on our operations. 101 Recently, the Chinese government announced that it will strengthen regulation of Chinese companies listed overseas.
This will play a pivotal role in driving the company’s growth in terms of sales revenue and franchise fee revenue. RESULTS OF OPERATIONS For the years ended October 31, 2024, 2023 and 2022 The following table presents a summary of the Company’s comprehensive operating performance for the fiscal years ended October 31, 2024, 2023 and 2022.
This will play a pivotal role in driving the company’s growth in terms of sales revenue and franchise fee revenue. RESULTS OF OPERATIONS For the years ended October 31, 2025, 2024 and 2023 The following table presents a summary of the Company’s comprehensive operating performance for the fiscal years ended October 31, 2025, 2024 and 2023.
Research and development expenses For the fiscal year ended October 31, 2024, our R&D expenses were $36,714, while for the fiscal year ended October 31, 2023, our R&D expenses were $30,881, representing an increase of $5,833 or 19%. R&D expenses for the fiscal years ended October 31, 2024 and 2023 remained relatively stable.
For the fiscal year ended October 31, 2024, our R&D expenses were $36,714, while for the fiscal year ended October 31, 2023, our R&D expenses were $30,881, representing an increase of $5,833 or 19%. R&D expenses for the fiscal years ended October 31, 2024 and 2023 remained relatively stable.
The revenue for the fiscal year ended October 31, 2023 comprised the revenue from (i) 2022 Franchisees of US$1,200,789.82, (ii) Renewed Franchisees of US$419,134.72, and (iii) newly contracted franchisees of US$190,296.45. 90 Our franchise fees are recognized over the franchise term as the performance obligation is satisfied, typically spanning one year.
The revenue for the fiscal year ended October 31, 2023 comprised the revenue from (i) 2022 Franchisees of US$1,200,789.82, (ii) Renewed Franchisees of US$419,134.72, and (iii) newly contracted franchisees of US$190,296. 91 Our franchise fees are recognized over the franchise term as the performance obligation is satisfied, typically spanning one year.
The management has considered historical experience, economic conditions, trends in the beauty industry, the collectability of accounts receivable as of October 31, 2024, and the realization of inventory.
The management has considered historical experience, economic conditions, trends in the beauty industry, the collectability of accounts receivable as of October 31, 2025, and the realization of inventory.
No allowance for loan receivable from franchisees was made as of October 31, 2022 since the management considered that the aging of loans receivables from franchisees were within three months, which was relatively short and there were no default indicators. Interest income (expense) Interest income and bank income mainly come from the bank transfer fees and deposit interest offset.
No allowance for loan receivable from franchisees was made as of October 31, 2023 since the management considered that the aging of loans receivables from franchisees were within three months, which was relatively short and there were no default indicators. 93 Interest income (expense) Interest income and bank income mainly come from the bank transfer fees and deposit interest.
The number of contracts will directly impact our results of operations, including revenues and gross profit margins for the foreseeable future. As of October 31, 2024, 2023 and 2022, we had 45, 38 and 49 franchisees in China, of which 43, 36 and 45 franchisees operate under the store name “Park Ha”.
The number of contracts will directly impact our results of operations, including revenues and gross profit margins for the foreseeable future. As of October 31, 2025, 2024 and 2023, we had 22, 45 and 38 franchisees in China, of which 22, 43 and 36 franchisees operate under the store name “Park Ha”.
As of October 31, 2024 and October 31, 2023, the Company’s advances from customer deposit and unearned franchise fee amounted to $325,924 and $250,549 respectively. 98 Trend Information Except as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events that may reasonably be likely to have a significant impact on our net income, income from continuing operations, profitability, working capital or capital resources, or that would cause reported may not necessarily to be indicative of future operating results or financial condition.
As of October 31, 2025 and October 31, 2024, the Company’s advances from customer deposit and unearned franchise fee amounted to $194,753 and $325,924 respectively. 99 Trend Information Except as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events that may reasonably be likely to have a significant impact on our net income, income from continuing operations, profitability, working capital or capital resources, or that would cause reported may not necessarily to be indicative of future operating results or financial condition.
The main reason is that: Roll-forward of franchisees The following table provides a roll-forward of our franchise contracts during the years ended October 31, 2024 and 2023: Number of Franchise Contracts at the Beginning of Period Number of Newly Joined Franchisees Number of Terminated Franchisees Number of Franchise Contracts at the End of Period For the fiscal year ended October 31, 2023 49 6 17 38 For the fiscal year ended October 31, 2024 38 8 1 45 As of October 31, 2024, we had 45 franchisees (“2024 Franchisees”).
The main reason is that: Roll-forward of franchisees The following table provides a roll-forward of our franchise contracts during the years ended October 31, 2025 , 2024 and 2023: Number of Franchise Contracts at the Beginning of Period Number of Newly Joined Franchisees Number of Terminated Franchisees Number of Franchise Contracts at the End of Period For the fiscal year ended October 31, 2023 49 6 17 38 For the fiscal year ended October 31, 2024 38 8 1 45 For the fiscal year ended October 31, 2025 45 5 28 22 As of October 31, 2025, we had 22 franchisees (“2025 Franchisees”).
All of the cash is located in China. Although the Company’s management believes that the cash generated from operations will be sufficient to meet the Company’s normal working capital needs, its ability to service its current debts will depend on its future realization of its current assets for at least the next 12 months.
Although the Company’s management believes that the cash generated from operations will be sufficient to meet the Company’s normal working capital needs, its ability to service its current debts will depend on its future realization of its current assets for at least the next 12 months.
As of October 31, 2023, we had 38 franchisees as a result of (i) renewal of the contracts with 32 franchisees ( “ Renewed Franchisees ” ) upon their expiry; (ii) termination of the contracts with 17 franchisees upon their expiry; and (iv) 6 newly contracted franchisees.
As of October 31, 2023, we had 38 franchisees as a result of (i) renewal of the contracts with 32 franchisees (“Renewed Franchisees”) upon their expiry; (ii) termination of the contracts with 17 franchisees upon their expiry; and (iv) 6 newly contracted franchisees.
If the Company is unable to obtain ample supply of goods from existing suppliers or alternative sources of supply, the Company may be unable to satisfy the orders from its customers, which could materially and adversely affect revenues. 97 The customers accounting for 10% or more of the Company’s revenue include the following: For the Years ended October 31, 2024 October 31, 2023 Percentage of Company revenue Customer G 10 % 10 % Customer F 10 % 10 % The customers that accounted for 10% or more of the Company’s accounts receivable comprised of the following: October 31, 2024 October 31, 2023 Percentage of the Company’s accounts receivable Customer A 17 % 16 % Customer B 7 % 9 % Customer C 1 % 11 % Customer D 3 % 4 % Customer E 8 % 3 % Customer F 15 % 18 % Customer G 14 % 17 % The suppliers that accounted for 10% or more of the Company’s purchases comprised of the following: For the Years ended October 31, 2024 2023 Percentage of the Company’s purchases Supplier A 15 % 9 Supplier B 11 % 7 Supplier C 10 % 0 Supplier F 11 % 58 % The suppliers that accounted for 10% or more of the Company’s accounts payable comprised of the following: October 31, 2024 October 31, 2023 Percentage of the Company’s accounts payable Supplier F 36 % 63 % Supplier G 55 % 7 % Contract liability The contract liabilities consist of advances from customers, which relate to unsatisfied performance obligations at the end of each reporting period and consists of cash payments received in advance from customers in sales of beauty products and devices and unearned franchise fee.
If the Company is unable to obtain ample supply of goods from existing suppliers or alternative sources of supply, the Company may be unable to satisfy the orders from its customers, which could materially and adversely affect revenues. 98 The customers accounting for 10% or more of the Company’s revenue include the following: For the years ended October 31, 2025 2024 2023 Percentage of Company revenue Customer G 6 % 10 % 10 % Customer F 6 % 10 % 10 % The customers that accounted for 10% or more of the Company’s accounts receivable comprised of the following: For the years ended October 31, 2025 2024 2023 Percentage of the Company’s accounts receivable Customer A — % 17 % 16 % Customer B — % 7 % 9 % Customer C — % 1 % 11 % Customer D 4 % 3 % 4 % Customer E — % 8 % 3 % Customer F — % 15 % 18 % Customer G — % 4 % 17 % Customer J 28 % — % — % Customer L 11 % — % — % Customer K 15 % — % — % The suppliers that accounted for 10% or more of the Company’s purchases comprised of the following: For the years ended October 31, 2025 2024 2023 Percentage of the Company’s purchases Supplier A 8 % 15 % 9 % Supplier B 9 % 11 % 7 % Supplier C 5 % 10 % — % Supplier D 26 % — % — % Supplier E 11 % 5 % 1 % Supplier F 1 % 11 % 58 % The suppliers that accounted for 10% or more of the Company’s accounts payable comprised of the following: For the years ended October 31, 2025 2024 2023 Percentage of the Company’s accounts payable Supplier F — % 36 % 63 % Supplier G 81 % 55 % 7 % Supplier H 19 % 9 % 4 % Contract liability The contract liabilities consist of advances from customers, which relate to unsatisfied performance obligations at the end of each reporting period and consists of cash payments received in advance from customers in sales of beauty products and devices and unearned franchise fee.
The company mainly determines the incremental loan interest rate for each lease based on its lease term in China, with approximately 3.75% and 3.73% for the fiscal years ended October 31, 2024 and 2023, respectively. For the fiscal years ended October 31, 2024 and 2023, the operating lease charges were $30,425 and $45,896, respectively.
The company mainly determines the incremental loan interest rate for each lease based on its lease term in China, with approximately 3.25%, 3.75% and 3.73% for the fiscal years ended October 31, 2025, 2024 and 2023, respectively. For the fiscal years ended October 31, 2025, 2024 and 2023, the operating lease charges were $37,386, $30,425 and $45,869, respectively.
Allowance for expected credit losses of accounts receivables and franchisee loan and other receivables were $179,903 as of October 31, 2024, representing an increase of $27,795 or 18% from $152,108 as of October 31, 2023.
Allowance for expected credit losses of accounts receivables and franchisee loan and other receivables were $179,903 for the fiscal year ended October 31, 2024, representing an increase of $27,795 or 18% from $152,108 for the fiscal year ended October 31, 2023.
For the fiscal years ended October 31, 2024 and 2023, gross profit of products sales to franchisees accounted for 13% and 12% of the total gross profit, respectively.
For the fiscal years ended October 31, 2025 and 2024, gross profit of products sales to franchisees accounted for 16% and 13% of the total gross profit, respectively.
Working capital and capital resources As of October 31, 2024, we had $547,498 in cash as compared to $1,033,634 as of October 31, 2023. The Company’s working capital and other capital needs mainly come from shareholders’ equity contributions and operating cash flows. Cash is needed to pay for inventory, wages, sales expenses, rent, income tax, and other operating expenses.
Working capital and capital resources As of October 31, 2025, we had $3,787,678 in cash as compared to $547,498 as of October 31, 2024. The Company’s working capital and other capital needs mainly come from shareholders’ equity contributions and operating cash flows. Cash is needed to pay for inventory, wages, sales expenses, rent, income tax, and other operating expenses.
As of October 31, 2024, 2023 and 2022, we had 2, 2 and 4 franchisees operate under a different brand name.
As of October 31, 2025, 2024 and 2023, we had 0, 2 and 2 franchisees operate under a different brand name.
The increase in net cash provided by investment activities is mainly due to the repayment of franchisee loans granted to franchisees.
The decrease in net cash provided by investment activities is mainly due to the payment of franchisee loans granted to franchisees.
Net cash (used in) provided by financing activities For the fiscal year ended October 31, 2024, the net cash used in financing activities was $957,389, as compared to the net cash provided by financing activities of $676,925 for the fiscal year ended October 31, 2023.
The net cash provided by financing activities for the fiscal year ended October 31, 2025 was mainly due to the proceeds from issuance of shares For the fiscal year ended October 31, 2024, the net cash used in financing activities was $957,389, as compared to the net cash provided by financing activities of $676,925 for the fiscal year ended October 31, 2023.
The increase in net cash provided by operating activities was mainly due to the (i) increase in contractual liabilities of $1,057,807, (ii) decrease in accounts payable of $245,557, (iii) increase in accounts receivable of $239,005, (iv) increase in other receivables and other current assets of $228,893, and (v)decrease in other non-current assets of $168,396 for the year ended October 31, 2024.
The increase in net cash provided by operating activities was mainly due to the (i) increase in fluctuations of contractual liabilities of $1,057,807, (ii) decrease in fluctuations of accounts payable of $245,557, (iii) increase in fluctuations of accounts receivable of $239,005, (iv) increase in fluctuations of other receivables and other current assets of $228,893, and (v)decrease in fluctuations of other non-current assets of $168,396 for the year ended October 31, 2024. 96 Net cash (used in)provided by investing activities For the fiscal year ended October 31, 2025, the net cash used in investment activities was $572,927, as compared to the net cash used in investment activities of $508,143 for the fiscal year ended October 31, 2024.
If future operating cash flows and other capital resources are insufficient to meet its liquidity needs, the Company may be forced to reduce or postpone its anticipated expansion plans, sell assets, acquire additional debt or equity capital, or refinance all or part of its debt. 94 The following table summarizes the Company’s cash flow data for the fiscal years ended October 31, 2024, 2023 and 2022: For the years ended October 31, 2024 2023 2022 Net cash provided by operating activities $ 960,470 $ 126,537 $ 1,442,306 Net cash provided by (used in) investing activities (508,143 ) 1,023,419 (1,547,610 ) Net cash (used in) provided by financing activities (957,389 ) (676,925 ) 669,652 Net increase of cash (505,062 ) 473,031 564,348 Effect of foreign currency translation 18,926 (14,108 ) (62,323 ) Cash and cash equivalents– beginning of period 1,033,634 574,711 72,686 Cash and cash equivalents– end of period $ 547,498 $ 1,033,634 $ 574,711 Net cash provided by operating activities For the fiscal year ended October 31, 2024, the net cash provided by operating activities was $960,470, as compared to the net cash provided by operating activities of $126,537 for the fiscal year ended October 31, 2023.
If future operating cash flows and other capital resources are insufficient to meet its liquidity needs, the Company may be forced to reduce or postpone its anticipated expansion plans, sell assets, acquire additional debt or equity capital, or refinance all or part of its debt. 95 The following table summarizes the Company’s cash flow data for the fiscal years ended October 31, 2025, 2024 and 2023: For the years ended October 31, 2025 2024 2023 Net cash provided by operating activities $ 85,852 $ 960,470 $ 126,537 Net cash (used in)provided by investing activities (572,927 ) (508,143 ) 1,023,419 Net cash provided by(used in) financing activities 3,735,677 (957,389 ) (676,925 ) Net increase of cash 3,248,602 (505,062 ) 473,031 Effect of foreign currency translation (8,422 ) 18,926 (14,108 ) Cash and cash equivalents– beginning of period 547,498 1,033,634 574,711 Cash and cash equivalents– end of period $ 3,787,678 $ 547,498 $ 1,033,634 Net cash provided by operating activities For the fiscal year ended October 31, 2025, the net cash provided by operating activities was $85,852, as compared to the net cash provided by operating activities of $960,470 for the fiscal year ended October 31, 2024.
For the fiscal year ended October 31, 2023, the net cash provided by operating activities was $126,537, as compared to the net cash provided by operating activities of $1,442,306 for the fiscal year ended October 31, 2022.
For the fiscal year ended October 31, 2024, the net cash provided by operating activities was $960,470, as compared to the net cash provided by operating activities of $126,537 for the fiscal year ended October 31, 2023.
Interest income for the fiscal years ended October 31, 2024 and 2023 was approximately $783 and $1,590, respectively. Interest income and bank income mainly come from the bank transfer fees and deposit interest offset. Interest income (expenses) for the years for the fiscal years ended October 31, 2023 and 2022 was approximately $1,590 and $69, respectively.
Net of Interest income for the fiscal years ended October 31, 2025 and 2024 was approximately $6,056 and $783, respectively. Interest income and bank income mainly come from the bank transfer fees and deposit interest. Net of Interest income for the fiscal years ended October 31, 2024 and 2023 was approximately $783 and $1,590, respectively.
The decrease in net cash provided by investment activities is mainly due to the payment of franchisee loans granted to franchisees. For the fiscal year ended October 31, 2023, the net cash provided by investment activities was $1,023,419, as compared to the net cash used by investment activities of $1,547,610 for the fiscal year ended October 31, 2022.
The increase in net cash used in investment activities is mainly due to the decrease of loans repayment from franchisees. For the fiscal year ended October 31, 2024, the net cash used in investment activities was $508,143, as compared to the net cash provided by investment activities of $1,023,419 for the fiscal year ended October 31, 2023.
For the fiscal years ended October 31, 2023 and 2022, the cost of products sales to franchisees accounted for 31% and 62% of the total cost of revenue, respectively. The above decrease is the result of a decrease in product sales revenue from franchisees.
For the fiscal years ended October 31, 2025 and 2024, the cost of products sales to franchisees accounted for 77% and 35% of the total cost of revenue, respectively. The above increase is the result of an increase in product sales revenue from franchisees.
The components of the lease fee and the supplementary cash flow related to the lease are as follows: For the year ended October 31, 2024 For the year ended October 31, 2023 Lease Cost Operating lease cost $ 30,425 $ 45,896 Other information Cash paid for amounts included in the measurement of lease liabilities $ 30,435 $ 44,654 96 As of October 31, 2024 and 2023, the weighted average lease term and discount rate are as follows: October 31, 2024 October 31, 2023 Weighted average remaining lease term – operating leases (in years) 4.64 1.54 Average discount rate – operating lease 3.75 % 3.73 % The supplementary balance sheet information related to leasing is as follows: For the year ended October 31, 2024 For the year ended October 31, 2023 Operating leases Right-of-use assets $ 70,739 $ 31,864 Operating lease liabilities, current $ 17,573 $ 21,970 Operating lease liabilities, non-current $ 52,745 $ 9,492 Total operating lease liabilities $ 70,318 $ 31,462 The undiscounted minimum future lease payment schedule is as follows: For the years ending October 31, 2025 19,870 2026 15,043 2027 14,667 2028 14,949 2029 11,847 Total undiscounted lease payments 76,376 Less imputed interest (6,058 ) Total lease liabilities 70,318 Concentration of credit risk Cash deposits with banks are held in financial institutions in China, which deposits are not federally insured.
For the years ended October 31, 2025 2024 2023 Lease Cost Operating lease cost $ 37,386 $ 30,425 $ 45,869 Other Information Cash paid for amounts included in the measurement of lease liabilities $ 37,043 $ 30,435 $ 44,654 97 The components of the lease fee and the supplementary cash flow related to the lease are as follows: As of October 31, 2025, 2024 and 2023, the weighted average lease term and discount rate are as follows: For the years ended October 31, 2025 2024 2023 Weighted average remaining lease term – operating leases (in years) 2.47 4.64 1.54 Average discount rate – operating lease 3.25 % 3.75 % 3.73 % The supplementary balance sheet information related to leasing is as follows: As of October 31, 2025 2024 Operating leases Right-of-use assets $ 180,243 $ 70,739 Operating lease liabilities, current $ 104,254 $ 17,573 Operating lease liabilities, non-current $ 75,915 $ 52,745 Total operating lease liabilities $ 180,169 $ 70,318 The undiscounted minimum future lease payment schedule is as follows: For the years ending October 31, 2026 39,090 2027 75,201 2028 48,071 2029 23,606 2030 — Total undiscounted lease payments 185,968 Less imputed interest (5,799 ) Total lease liabilities 180,169 Concentration of credit risk Cash deposits with banks are held in financial institutions in China, which deposits are not federally insured.
This leads to a reduction in franchise costs. The gross profit was mainly due to the combined effect of the above-mentioned changes in revenue and cost of franchise fees.
The investment for the future years will be smaller, so the training costs related to franchise fees for this period will be reduced. This leads to a reduction in franchise costs. The gross profit was mainly due to the combined effect of the above-mentioned changes in revenue and cost of franchise fees.
The increase of gross profit margin of products sales to non-franchisees for the fiscal years ended October 31, 2024 is the result of the decrease of cost of products sales to non-franchise as the company optimized the composition of the products and saved related costs.
The increase of gross profit margin of products sales to non-franchisees for the fiscal years ended October 31, 2024 is the result of the decrease of cost of products sales to non-franchise as the company optimized the composition of the products and saved related costs. 89 Product sales — Franchisees Product sales revenue from franchisees increased by $126,875, or 36%, from $351,399 for the fiscal year ended October 31, 2024 to $478,274 for the fiscal year ended October 31, 2025.
Due to the need for the Company to have a comprehensive understanding of the franchisees and relevant course planning in the early stages of training, investing more resources, leading to the cost of franchising is relatively high. The investment for the future years will be smaller, so the training costs related to franchise fees for this period will be reduced.
Cost of franchise fees mainly includes the training service cost provided for franchisees. Due to the need for the Company to have a comprehensive understanding of the franchisees and relevant course planning in the early stages of training, investing more resources, leading to the cost of franchising is relatively high.
As of October 31, 2024, we had 45 franchisees as a result of (i) 37 franchisees renewed their contracts and 1 expired. (“Renewed Franchisees”); (ii) 8 newly contracted franchisees. The revenue for the fiscal year ended October 31, 2024 comprised the revenue from (i) Renewed Franchisees of US$1,271,420, and (ii) newly contracted franchisees of US$403,200.
The revenue for the fiscal year ended October 31, 2024 comprised the revenue from (i) Renewed Franchisees of US$1,271,420, and (ii) newly contracted franchisees of US$403,200.
As of October 31, 2024 and 2023, allowance for credit losses for accounts receivable amounted to $231,851 and $90,504, respectively, allowance for credit losses for loan to franchisees amounted to $55,520, and $62,602, respectively, and allowance for credit losses for other receivables amounted to $51,013 and $nil, respectively.
As of October 31, 2025 and 2024, allowance for credit losses for accounts receivable amounted to $144,859 and $231,851, respectively, allowance for credit losses for loan to franchisees amounted to $232,876, and $55,520, respectively, and allowance for credit losses for other receivables amounted to $11,002 and $51,013, respectively.
For the fiscal years ended October 31, 2024 and 2023, the total revenue from franchise fees accounted for 70% and 74% of the total revenue, respectively. For the fiscal year ended October 31, 2024 and 2023, the cost of franchise fees accounted for 54% and 54% of the total cost of revenue, respectively.
For the fiscal year ended October 31, 2025 and 2024, the cost of franchise fees accounted for 10% and 54% of the total cost of revenue, respectively. For the fiscal years ended October 31, 2025 and 2024, the gross profit of franchise fees accounted for 62% and 72% of the total gross profit.
The gross profit margin of products sales to non-franchisees for the fiscal years ended October 31, 2023 and 2022 remained relatively stable. 88 Product sales — Franchisees Product sales revenue from franchisees increased by $5,159, or 1%, from $346,240 for the fiscal year ended October 31, 2023 to $351,399 for the fiscal year ended October 31, 2024.
Product sales revenue from franchisees increased by $5,159, or 1%, from $346,240 for the fiscal year ended October 31, 2023 to $351,399 for the fiscal year ended October 31, 2024. Sales revenue from franchisees accounted for 15% and 14% of the total revenue, respectively, for the fiscal years ended October 31, 2024 and 2023.
Allowance for franchisee loan decreased by $ 7,082 from $62,602 as of October 31, 2023 to $55,520 as of October 31, 2024, primarily due to the proportion of bad debt losses measured by the migration rate fell from a year earlier. 92 Allowance for other receivables increased by $51,013 from $nil as of October 31, 2023 to $51,013 as of October 31, 2024, primarily due to the delayed payment of $49,331 due from two franchisees due to their financial difficulties, of which are not collected as of the date of this annual report.
Allowance for other receivables increased by $51,013 from $nil as of October 31, 2023 to $51,013 as of October 31, 2024, primarily due to the delayed payment of $49,331 due from two franchisees due to their financial difficulties, of which are not collected as of the date of this annual report.
Sales revenue from franchisees accounted for 15% and 14% of the total revenue, respectively, for the fiscal years ended October 31, 2024 and 2023. Product sales revenue from franchisees for the fiscal years ended October 31, 2024 and 2023 remained relatively stable.
For the fiscal years ended October 31, 2025 and 2024, cost of products sales to non-franchisees accounted for 15% and 11% of the total cost of revenue, respectively. The cost of products sales to non-franchise for the fiscal year ended October 31, 2025 and 2024 remained relatively stable.
For details, see “Note 2 — Summary of Significant Accounting Policies — Revenue Recognition .” The revenue for the fiscal year ended October 31, 2024 decreased by appropriately 7% as compared to the fiscal year ended October 31, 2023.The primary reason is that two Class A franchisees changed to Class C franchisees on May 2, 2023, and June 10, 2023, respectively, resulting in a decrease in revenue of $226,749 in fiscal year 2024 compared to fiscal year 2023.
For details, see “Note 2 — Summary of Significant Accounting Policies — Revenue Recognition .” The revenue for the fiscal year ended October 31, 2025 decreased by appropriately 10% as compared to the fiscal year ended October 31, 2024.The primary reason is that the decline in the number of franchisees has led to a decrease in franchise fee revenue.
The increase was primarily attributable to the following reasons: (i) the increase in professional expenses of $278,698 from $133,052 for FY2023 to $411,750 for FY2024 as the Payment of the completed audit service and miscellaneous IPO services in 2024; and (ii) the increase in annual meeting training expenses of $ 48,709 from nil for FY2023 to $ 48,709 for FY2024.
The increase was primarily attributable to the following reasons: (i) the increase in professional expenses of $278,698 from $133,052 for FY2023 to $411,750 for FY2024 as the Payment of the completed audit service and miscellaneous IPO services in 2024; and (ii) the increase in annual meeting training expenses of $ 48,709 from nil for FY2023 to $ 48,709 for FY2024. 92 Research and development expenses For the fiscal year ended October 31, 2025, our R&D expenses were $238,184, while for the fiscal year ended October 31, 2024, our R&D expenses were $36,714, representing an increase of $201,470 or 549%.
For the fiscal years ended October 31, 2023 and 2022, gross profit of products sales to non-franchisees accounted for 12% and 20% of the total gross profit, respectively. The gross profit and gross profit margin for the fiscal year ended October 31, 2023 were $256,735 and 85%, respectively.
For the fiscal years ended October 31, 2025 and 2024, gross profit of products sales to non-franchisees accounted for 22% and 15% of the total gross profit, respectively. The gross profit and gross profit margin for the fiscal year ended October 31, 2025 were $513,778 and 96%, respectively.
The gross profit margin of products sales to franchisees increased by 9% in FY2024 compared to FY2023, the main reason is that the company optimized the composition of the products and saved related costs, which increased the gross profit margin of the new products by 84% compared with the gross profit margin of the old products by 72% in the previous period, thus improving the overall gross profit margin. 89 For the fiscal years ended October 31, 2023 and 2022, gross profit of products sales to franchisees accounted for 12% and 23% of the total gross profit, respectively.
The gross profit margin of products sales to franchisees increased by 9% in FY2024 compared to FY2023, the main reason is that the company optimized the composition of the products and saved related costs, which increased the gross profit margin of the new products by 84% compared with the gross profit margin of the old products by 72% in the previous period, thus improving the overall gross profit margin. 90 Franchise fees For the fiscal year ended October 31, 2025, the total revenue from franchise fees was $1,510,809, with a cost of franchise fees of $13,200, compared to $1,674,620 and $106,353 for the fiscal year ended October 31, 2024.
For the years ended October 31, 2024 2023 2022 Revenues, net 2,381,851 2,459,102 1,919,389 Cost of revenues 195,336 310,989 509,162 Gross profit 2,186,515 2,148,113 1,410,227 Selling and marketing expenses 361,327 299,615 438,603 General and administrative expenses 814,857 484,955 707,487 Research and development expenses 36,714 30,881 60,671 Allowance for expected credit losses 179,903 152,108 6,442 Operating income 793,714 1,180,554 197,024 Interest income 783 1,590 263 Interest expense (194 ) Other expense, net (1,076 ) (575 ) (7,083 ) Total other income (expenses) (293 ) 1,015 (7,014 ) Income before tax 793,421 1,181,569 190,010 Income tax expense (benefits) 314,860 329,527 (1,288 ) Net income 478,561 852,042 191,298 Revenue The sales revenue consists of the following: For the years ended October 31, 2024 October 31, 2023 October 31, 2022 Products sales – Non-franchisees 355,832 15 % 302,505 12 % 334,419 17 % Product sales – Franchisees 351,399 15 % 346,240 14 % 647,416 34 % Franchise fees 1,674,620 70 % 1,810,357 74 % 937,554 49 % Amount 2,381,851 100 % 2,459,102 100 % 1,919,389 100 % 86 Direct costs consist of the following: For the years ended October 31, 2024 October 31, 2023 October 31, 2022 Products sales – Non-franchisees 21,390 11 % 45,770 15 % 54,282 11 % Product sales – Franchisees 67,593 35 % 96,015 31 % 318,733 62 % Franchise fees 106,353 54 % 169,204 54 % 136,147 27 % Amount 195,336 100 % 310,989 100 % 509,162 100 % The gross profit consists of the following: For the years ended October 31, 2024 October 31, 2023 October 31, 2022 Products sales – Non-franchisees 334,442 15 % 256,735 12 % 280,137 20 % Product sales – Franchisees 283,806 13 % 250,225 12 % 328,683 23 % Franchise fees 1,568,267 72 % 1,641,153 76 % 801,407 57 % Amount 2,186,515 100 % 2,148,113 100 % 1,410,227 100 % The gross profit margin consists of the following: For the years ended October 31, 2024 October 31, 2023 October 31, 2022 Products sales – Non-franchisees 94 % 85 % 84 % Product sales – Franchisees 81 % 72 % 51 % Franchise fees 94 % 91 % 85 % Amount 92 % 87 % 73 % For the fiscal year ended October 31, 2024, our total revenue was $2,381,851, while for the fiscal year ended October 31, 2023, our total revenue was $2,459,102, representing a decrease of $77,251, or 3%, which was primarily attributable to the decrease in franchise fees.
For the years ended October 31, 2025 2024 2023 Revenues, net 2,524,843 2,381,851 2,459,102 Cost of revenues 142,526 195,336 310,989 Gross profit 2,382,317 2,186,515 2,148,113 Selling and marketing expenses 625,289 361,327 299,615 General and administrative expenses 25,483,541 814,857 484,955 Research and development expenses 238,184 36,714 30,881 Allowance for expected credit losses 184,204 179,903 152,108 Operating (loss) income (24,148,901 ) 793,714 1,180,554 Interest income 6,097 783 1,590 Interest expense (41 ) — — Other income (expenses) 58,738 (1,076 ) (575 ) Total other income (expenses) 64,794 (293 ) 1,015 (Loss) income before tax (24,084,107 ) 793,421 1,181,569 Income tax expense (benefits) 280,646 314,860 329,527 Net (loss) income (24,364,753 ) 478,561 852,042 Revenue The sales revenue consists of the following: For the years ended October 31, October 31, October 31, 2025 2024 2023 Products sales – Non-franchisees 535,760 21 % 355,832 15 % 302,505 12 % Product sales – Franchisees 478,274 19 % 351,399 15 % 346,240 14 % Franchise fees 1,510,809 60 % 1,674,620 70 % 1,810,357 74 % Amount 2,524,843 100 % 2,381,851 100 % 2,459,102 100 % 87 Direct costs consist of the following: For the years ended October 31, 2025 October 31, 2024 October 31, 2023 Products sales – Non-franchisees 21,982 15 % 21,390 11 % 45,770 15 % Product sales – Franchisees 107,344 75 % 67,593 35 % 96,015 31 % Franchise fees 13,200 10 % 106,353 54 % 169,204 54 % Amount 142,526 100 % 195,336 100 % 310,989 100 % The gross profit consists of the following: For the years ended October 31, 2025 October 31, 2024 October 31, 2023 Productssales – Non-franchisees 513,778 22 % 334,422 15 % 256,735 12 % Product sales – Franchisees 370,930 16 % 283,806 13 % 250,225 12 % Franchise fees 1,497,609 62 % 1,568,267 72 % 1,641,153 76 % Amount 2,382,317 100 % 2,186,515 100 % 2,148,113 100 % The gross profit margin consists of the following: For the years ended October 31, 2025 October 31, 2024 October 31, 2023 Products sales – Non-franchisees 96 % 94 % 85 % Product sales – Franchisees 78 % 81 % 72 % Franchise fees 99 % 94 % 91 % Amount 94 % 92 % 87 % For the fiscal year ended October 31, 2025, our total revenue was $2,524,843, while for the fiscal year ended October 31, 2024, our total revenue was $2,381,851, representing a increase of $142,992, or 6%, which was primarily attributable to the growth in sales revenue.
Specifically, we have adopted a new approach integrating online and offline sales channels, replacing the exclusively offline sales channel that we previously used. 91 General and administrative expenses For the fiscal year ended October 31, 2024, our general and administrative expenses were $814,857, while for the fiscal year ended October 31, 2023, our general and administrative expenses were $484,955, representing a increase of $329,902 or 68%.
For the fiscal year ended October 31, 2024, our general and administrative expenses were $814,857, while for the fiscal year ended October 31, 2023, our general and administrative expenses were $484,955, representing a increase of $329,902 or 68%.
For the fiscal year ended October 31, 2023, the net cash used in financing activities was $676,925, as compared to the net cash provided by financing activities of $669,652 for the fiscal year ended October 31, 2022.
Net cash provided by(used in) financing activities For the fiscal year ended October 31, 2025, the net cash provided by financing activities was $3,735,677, as compared to the net cash used in financing activities of $957,389 for the fiscal year ended October 31, 2024.
The net cash provided by financing activities for the fiscal year ended October 31, 2023 was mainly due to the repayments to related parties. Non-cash lease expenses For the fiscal year ended October 31, 2024, our Company has operating leases for five operating leases for its three self-operated stores, one staff dormitory and one warehouse.
The net cash used in financing activities for the fiscal year ended October 31, 2024 was mainly due to the payments to deferred IPO Cost. Non-cash lease expenses For the fiscal year ended October 31, 2025, our Company has operating leases for nine operating leases for its five self-operated stores, two employee dormitories, one warehouse and one office.
For the fiscal years ended October 31, 2024 and 2023, the gross profit of franchise fees accounted for 72% and 76% of the total gross profit.
Gross profit of franchise fees decreased by $70,658 for the same years. For the fiscal years ended October 31, 2025 and 2024, the total revenue from franchise fees accounted for 60% and 70% of the total revenue, respectively.
Product sales revenue from non-franchisees for the fiscal years ended October 31, 2024 and 2023 remained a relatively stable growth trend. Product sales revenue from non-franchisees decreased by $31,914, or 10%, from $334,419 for the fiscal year ended October 31, 2022 to $302,505 for the fiscal year ended October 31, 2023.
Product sales revenue from non-franchisees for the fiscal years ended October 31, 2024 and 2023 remained a relatively stable growth trend. The cost of products sales to non-franchise for the fiscal year ended October 31, 2025 was $21,982, which represents a increased of $592 or 3% compared to $21,390 for the fiscal year ended October 31, 2024.
The gross profit and gross profit margin for the fiscal year ended October 31, 2022 were $280,137 and 84%, respectively.
For the fiscal year ended October 31, 2025, gross profit and gross profit margin were $370,930 and 78%, respectively, while for the fiscal year ended October 31, 2024, gross profit and gross profit margin were $283,806 and 81%, respectively.
As a result of the foregoing, for the fiscal year ended October 31, 2023, our net income was $852,042, compared to $191,298 for the fiscal year ended October 31, 2022, representing an increase of $660,744 or 345.40%.
Net Loss/income As a result of the foregoing, for the fiscal year ended October 31, 2025, our loss was $24,364,753, compared to n et income $478,561 for the fiscal year ended October 31, 2024, representing an decrease of $24,843,314 or 5,191%.
The decrease in net cash provided by operating activities was mainly due to the (i) decrease in contractual liabilities, of $2,161,567, (ii) increase in other non-current assets of $365,507, (iii) taxes payable of $355,231, and (iv) increase in accounts receivable of increase in accounts receivable $249,962 for the year ended October 31, 2023. 95 Net cash provided by (used in) investing activities For the fiscal year ended October 31, 2024, the net cash used in investment activities was $508,143, as compared to the net cash provided by investment activities of $1,023,419 for the fiscal year ended October 31, 2023.
The decrease in net cash provided by operating activities was mainly due to the(i) decrease in fluctuations of contractual liabilities of $198,149, (ii) decrease in fluctuations of other receivables and other current assets of $287,456, (iii) increase in fluctuations of accounts receivable of $170,718, and(iv) increase in fluctuations of accounts payable of $164,236 for the year ended October 31, 2025.
Sales revenue from non-franchisees accounted for 12% and 17% of the total revenue, respectively, for the fiscal years ended October 31, 2023 and 2022. The main reason for the above decrease is mainly due to the decreased sales of the non-franchisees stores resulting from the recurrence of the COVID-19 pandemic during December 2022 to early 2023.
Sales revenue from non-franchisees accounted for 21% and 15% of the total revenue, respectively for the fiscal years ended October 31, 2025 and 2024. The above increase of revenue was mainly due to the increase of two new directly-operated stores.
For the fiscal year ended October 31, 2023, our general and administrative expenses were $484,955, while for the fiscal year ended October 31, 2022, our general and administrative expenses were $707,487, representing a decrease of $222,532 or 31.45%.
General and administrative expenses For the fiscal year ended October 31, 2025, our general and administrative expenses were $25,483,541, while for the fiscal year ended October 31, 2024, our general and administrative expenses were $814,857, representing a increase of $24,668,684 or 3,027%.
For the fiscal year ended October 31, 2023, our selling and marketing expenses were $299,615, while for the fiscal year ended October 31, 2022, our selling and marketing expenses were $438,603, representing a decrease of $138,988, or 31.69%.
Selling and marketing expenses For the fiscal year ended October 31, 2025, our selling and marketing expenses were $625,289, while for the fiscal year ended October 31, 2024, our selling and marketing expenses were $361,327, representing an increase of $263,962, or 73%.
Allowance for expected credit losses of accounts receivables and franchisee loan were $152,108 as of October 31, 2023, representing an increase of $145,666 or 2261.19% from $6,442 as of October 31, 2022.
Allowance for expected credit losses of accounts receivables and franchisee loan and other receivables were $184,204 for the fiscal year ended October 31, 2025 representing an increase of $4,301 or 2% from $179,903 for the fiscal year ended October 31, 2024.
For the fiscal years ended October 31, 2023 and 2022, cost of products sales to non-franchisees accounted for 15% and 11% of the total cost of revenue, respectively. The above decrease in cost of revenue is the result of a decrease in product sales.
The gross profit margin of products sales to franchisees decreased by 3% in FY2025 compared to FY2024, the main reason is that the increase of procurement cost. For the fiscal years ended October 31, 2024 and 2023, gross profit of products sales to franchisees accounted for 13% and 12% of the total gross profit, respectively.
For the fiscal year ended October 31, 2023, our total revenue was $2,459,102, while for the fiscal year ended October 31, 2022, our total revenue was $1,919,389, representing an increase of $539,713, or 28.12%, which was primarily attributable to the increase in franchise fees. 87 Our products sales revenue decreased by $333,090, or 33.93%, from $981,835 for the year ended October 31, 2022, to $648,745 for the year ended October 31, 2023, which was primarily attributable to a decrease in the number of newly joined franchisees in FY2023 as compared to FY2022.
For the fiscal year ended October 31, 2024, our total revenue was $2,381,851, while for the fiscal year ended October 31, 2023, our total revenue was $2,459,102, representing a decrease of $77,251, or 3%, which was primarily attributable to the decrease in franchise fees.
Franchise fees For the fiscal year ended October 31, 2024, the total revenue from franchise fees was $1,674,620, with a cost of franchise fees of $106,353, compared to $1,810,357 and $169,204 for the fiscal year ended October 31, 2023. Gross profit of franchise fees decreased by $72,886 for the same years.
Our Franchise fees revenue decreased by $135,737, or 7%, from $1,810,357 for the year ended October 31, 2023 to $1,674,620 for the year ended October 31, 2024.The primary reason is that two Class A franchisees changed to Class C franchisees on May 2, 2023, and June 10, 2023, respectively, resulting in a decrease in revenue of $226,749 in fiscal year 2024 compared to fiscal year 2023.
Revenue recognized by terminated franchisees in FY2023 was $160,660; Revenue from newly signed franchisees increased by $403,200 in FY2024. Cost of franchise fees mainly includes the training service cost provided for franchisees.
Revenue recognized by terminated franchisees in FY2023 was $160,660; Revenue from newly signed franchisees increased by $403,200 in FY2024. 88 Products sales — Non-franchisees Product sales revenue from non-franchisees increased by $179,928, or 51%, from $355,832 for the fiscal year ended October 31, 2024 to $535,760 for the fiscal year ended October 31, 2025.
The cost of products sales to franchisees for the fiscal year ended October 31, 2023 was $96,015, representing a decrease of $222,718, or 70%, compared to $318,733 for the fiscal year ended October 31, 2022.
Product sales revenue from franchisees for the fiscal years ended October 31, 2024 and 2023 remained relatively stable. The cost of products sales to franchisees for the fiscal year ended October 31, 2025 was $107,344, representing an increase of $39,751, or 59%, compared to $67,593 for the fiscal year ended October 31, 2024.
Income tax expense (benefit) The income tax expense for the fiscal years ended October 31, 2024 and 2023 were approximately $314,860 and $329,527, respectively. Under the PRC Enterprise Income Tax Law, companies are generally subject to the enterprise income tax at the rate of 25%.
Upon review, Xinyuexuan’s account shall implement a monthly taxable amount of 0 yuan from July 1, 2025, to December 31, 2025. The income tax expense for the fiscal years ended October 31, 2025 and 2024 were approximately $280,646and $314,860, respectively.
For the fiscal year ended October 31, 2023, gross profit and gross profit margin were $250,225 and 72%, respectively, while for the fiscal year ended October 31, 2022, gross profit and gross profit margin were $328,683 and 51%, respectively.
The gross profit and gross profit margin for the fiscal year ended October 31, 2024 were $334,422 and 94%, respectively. The gross profit margin of products sales to non-franchisees for the fiscal years ended October 31, 2025 and 2024 remained relatively stable.
Removed
Xinzhan has entered into supplemental agreements with these franchisees that operate stores under a different brand name, pursuant to which each such franchisee is allowed to keep the existing store name and does not have to change the store name to “Park Ha”.
Added
Our products sales revenue increased by $306,803, or 43%, from $707,231 for the year ended October 31, 2024 to $1,014,034 for the year ended October 31, 2025, which is mainly because with the improvement of the company’s brand awareness, the sales business is in the trend of increasing year by year.
Removed
The cost of products sales to non-franchise for the fiscal year ended October 31, 2023 was $45,770, which represents a decrease of $8,512 or 16% compared to $54,282 for the fiscal year ended October 31, 2022.
Added
Our Franchise fees revenue decreased by $163,811, or 10%, from $1,674,620 for the year ended October 31, 2024 to $1,510,809 for the year ended October 31, 2025, which is mainly because the decrease of franchisees.
Removed
Product sales revenue from franchisees decreased by $301,176, or 47%, from $647,416 for the fiscal year ended October 31, 2022 to $346,240 for the fiscal year ended October 31, 2023. Sales revenue from franchisees accounted for 14% and 34% of the total revenue, respectively, for the fiscal years ended October 31, 2023 and 2022.
Added
Sales revenue from franchisees accounted for 19% and 15% of the total revenue, respectively, for the fiscal years ended October 31, 2025 and 2024. The above increase revenue was mainly due to the company’s effective maintenance of customer relationships with franchisees, as well as regular supervision of their inventory replenishment and implementation of marketing activities.
Removed
The main reason for the above-mentioned decrease is the decrease in the product sales volume due to the decrease in the number of new franchisees in FY2023 as compared to FY2022.
Added
As of October 31, 2025, we had 22 franchisees as a result of (i) 17 franchisees renewed their contracts and 28 expired (“Renewed Franchisees”); (ii) 5 newly contracted franchisees. The revenue for the fiscal year ended October 31, 2025 comprised the revenue from (i) Renewed Franchisees of US$601,012, Terminated franchisees of 736,734 (ii) newly contracted franchisees of US$173,063.
Removed
This is because the newly-joined franchisees would need to stock up on inventory when they were in the incubation period, primarily to cope with market demand uncertainty and provide a buffer during the incubation period to reduce initial operational pressure.
Added
As of October 31, 2024, we had 45 franchisees (“2024 Franchisees”). As of October 31, 2024, we had 45 franchisees as a result of (i) 37 franchisees renewed their contracts and 1 expired. (“Renewed Franchisees”); (ii) 8 newly contracted franchisees.

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Item 6. [Reserved]

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

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There are no directors’ service contracts with the Company or its subsidiaries providing for benefits upon termination of employment. We have established an audit committee, a compensation committee and a nominating and corporate governance committee under the Board of Directors. We have adopted a charter for each of the three committees. 104 Each committee’s members and functions are described below.
There are no directors’ service contracts with the Company or its subsidiaries providing for benefits upon termination of employment. We have established an audit committee, a compensation committee and a nominating and corporate governance committee under the Board of Directors. We have adopted a charter for each of the three committees. 105 Each committee’s members and functions are described below.
Zhang completed the senior general manager program at China Europe International Business School in November 2020. 101 Ms. Li Wang has served as our Director of Xinzhan since May 2018 and a Director of Park Ha Cayman since July 5, 2023. Ms.
Zhang completed the senior general manager program at China Europe International Business School in November 2020. 102 Ms. Li Wang has served as our Director of Xinzhan since May 2018 and a Director of Park Ha Cayman since July 5, 2023. Ms.
She is a Certified Management Accountant and holds an Accounting Professional Qualification (Intermediate) (China) and a Board Secretary Qualification Certificate from the Shenzhen Stock Exchange. She completed post-secondary education in Accounting at Suzhou University in 2014. 102 Mr.
She is a Certified Management Accountant and holds an Accounting Professional Qualification (Intermediate) (China) and a Board Secretary Qualification Certificate from the Shenzhen Stock Exchange. She completed post-secondary education in Accounting at Suzhou University in 2014. 103 Mr.
Our officers are appointed by and serve at the discretion of the Board of Directors, and may be removed by our Board of Directors. 106 D. Employees As of October 31, 2024, we had 31 full-time employees in China. The following table sets forth a breakdown of our full-time employees by function as of October 31, 2024.
Our officers are appointed by and serve at the discretion of the Board of Directors, and may be removed by our Board of Directors. 107 D. Employees As of October 31, 2025, we had 40 full-time employees in China. The following table sets forth a breakdown of our full-time employees by function as of October 31, 2025.
Functions As of October 31, 2024 Senior Management 2 Warehouse Management 1 Finance 1 Research and Development 3 Production & Procurement 2 Sales and Marketing 17 Human Resources & Administration 1 General Affairs 4 Total 31 Our success depends on our ability to attract, motivate, train and retain qualified personnel.
Functions As of October 31, 2025 Senior Management 3 Warehouse Management 1 Finance 1 Research and Development 1 Production & Procurement 1 Sales and Marketing 29 Human Resources & Administration 2 General Affairs 3 Total 41 Our success depends on our ability to attract, motivate, train and retain qualified personnel.
The nominating committee is responsible for, among other things: ● selecting and recommending to the board nominees for election by the shareholders or appointment by the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and 105 ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
The nominating committee is responsible for, among other things: ● selecting and recommending to the board nominees for election by the shareholders or appointment by the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. 106 Duties of Directors As a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company.
We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. The PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.
The PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund. Employment Agreements We have entered into employment agreements with each of our executive officers.
Name Age Position Xiaoqiu Zhang 45 Chief Executive Officer, Chairperson of the Board of Directors Li Wang 42 Director Xiaoyan Zhu 47 Chief Financial Officer Xinyu Li 40 Product Manager, Chief Technology Officer Yanan Shan 40 Independent Director Qixiong Sheng 45 Independent Director Xiaozhong Yu 45 Independent Director Da Yang 37 Independent Director Ms.
Name Age Position Xiaoqiu Zhang 46 Chief Executive Officer, Chairperson of the Board of Directors Li Wang 43 Director Xiaoyan Zhu 48 Chief Financial Officer Xinyu Li 41 Product Manager, Chief Technology Officer Yanan Shan 41 Independent Director Qixiong Sheng 46 Independent Director Xiaozhong Yu 46 Independent Director Da Yang 38 Independent Director , resigned on August 25,2025 Ms.
(2) Changxin International Limited Partnership, a company formed under the laws of the British Virgin Islands, of which Li Wang, Xiaoyan Zhu and Guozhen Liu are limited partners.
(3) Changxin International Limited Partnership, a company formed under the laws of the British Virgin Islands, of which Li Wang, Xiaoyan Zhu and Guozhen Liu are limited partners. F. Disclosure of a registrant’s action to recover erroneously awarded compensation Not applicable. 109
Yang obtained his college degree in music performance (music) from Capital Normal University in 2008. 103 Family Relationships There are no family relationships among any of our directors or executive officers as defined in Item 401 of Regulation S-K. B. Compensation For the fiscal year ended October 31, 2024, we paid an aggregate of RMB234,940 (US$32,696) to our executive officers.
Yang obtained his college degree in music performance (music) from Capital Normal University in 2008.MR.Da Yang resigned from the company on August 25, 2025. 104 Family Relationships There are no family relationships among any of our directors or executive officers as defined in Item 401 of Regulation S-K. B.
Holders of Ordinary Shares are entitled to one (1) vote per share. (1) Xiaoqiu Holding Ltd, a company formed under the laws of the British Virgin Islands, of which Xiaoqiu Zhang is the sole shareholder and director, holds 19,050,000 Ordinary Shares. In addition, Xiaoqiu Zhang is deemed the beneficial owner of the 19,050,000 Ordinary Shares held by Xiaoqiu Holding Ltd.
(2) Xiaoqiu Zhang beneficially owns 381,000 Class B Ordinary Shares indirectly through Xiaoqiu Holding Ltd, a company formed under the laws of the British Virgin Islands and of which Xiaoqiu Zhang is the sole shareholder and director.
Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws. 107 Name of Beneficial Owners Amount of Beneficial Ownership Percentage Ownership* Directors and Executive Officers: Xiaoqiu Zhang (1) 19,050,000 72.2 % Li Wang (2) - - Xiaoyan Zhu (2) - - Xinyu Li - - Yanan Shan - - Qixiong Sheng - - Xiaozhong Yu - - Da Yang - - All executive officers and directors as a group (7 persons) 19,050,000 72.2 % 5% or Greater Shareholders: Xiaoqiu Holding Ltd (1) 19,050,000 72.2 % Changxin International Limited Partnership (2) 2,500,000 9.5 % * Applicable percentage of ownership is based on 26,374,403 Ordinary Shares issued and outstanding as of the date of this annual report.
Class A Ordinary Shares Class B Ordinary Shares Voting Power Number % (1) Number % (1) % Name of Beneficial Owners Directors and Executive Officers: Xiaoqiu Zhang (2) — — 381,000 100 72.85 Li Wang (3) * * — — — Xiaoyan Zhu (3) * * — — — Xinyu Li — — — — — Yanan Shan — — — — — Qixiong Sheng — — — — — Xiaozhong Yu — — — — — All executive officers and directors as a group (6 persons) — — 381,000 100 72.85 5% or Greater Shareholders: — — — Xiaoqiu Holding Ltd (2) — — 381,000 100 72.85 Jie Cao 157,000 5.53 — — 1.50 Lingfu Fan 154,600 5.45 — — 1.48 Minyun Li 157,400 5.54 — — 1.50 Liujie International Holding Limited 311,000 10.95 — — 2.97 Qi Meng 147,400 5.19 — — 1.41 Minyun International Holding Limited 251,000 8.84 — — 2.40 Yajie International Holding Limited 311,261 10.96 — — 2.98 Zhongyong Import And Export Trade Co., Limited 180,000 6.34 — — 1.72 Qianqian Zhou 151,400 5.33 — — 1.45 Others 1,018,463 35.87 — — 9.74 * Less than 1% (1) Applicable percentage of ownership is based on 2,839,524 class A Ordinary Shares and 381,000 Class B Ordinary Shares issued and outstanding as of the date of this annual report.
Removed
Employment Agreements We have entered into employment agreements with each of our executive officers.
Added
Compensation For the fiscal year ended October 31, 2025, we paid an aggregate of RMB368,846 (US$51,120) to our executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.
Removed
Duties of Directors As a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company.
Added
Share Ownership As of the date of this annual report, the company authorized share capital is US$3,000,000 divided into 2,400,000,000 Class A Ordinary Shares of par value of US$0.001 each and 600,000,000 Class B Ordinary Shares of par value US$0.001 each, of which 2,839,524 have been issued and outstanding as Class A Ordinary Shares of par value of US$0.001 each and 381,000 have been issued and outstanding as Class B Ordinary Shares of par value of US$0.001. 108 The following tables sets forth the principal holders of the company issued and outstanding share capital and their respective shareholding as the date of this annual report.
Removed
Share Ownership The following tables sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this annual report by: ● each of our directors and executive officers who beneficially owns our Ordinary Shares; ● each person known to us to own beneficially more than 5% of our Ordinary Shares.
Added
Holders of Class A Ordinary Shares are entitled to one (1) vote per share. Holders of Class B Ordinary Shares are entitled to twenty (20) votes per share.
Removed
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.
Removed
The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.
Removed
Under the “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and voting and dispositive decisions require approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities.
Removed
Therefore, none of the individual members of the board of directors of Changxin International Limited partnership is a beneficial owner and each such member disclaims beneficial ownership of Changxin International Limited partnership. F. Disclosure of a registrant’s action to recover erroneously awarded compensation Not applicable.

Item 7. Management's Discussion & Analysis

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

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders See “Item 6. Directors, Senior Management and Employees — E. Share Ownership.” The Company’s major shareholders do not have different voting rights than the other shareholders. 108 B.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders See “Item 6. Directors, Senior Management and Employees — E. Share Ownership.” The Company’s major shareholders do not have different voting rights than the other shareholders. B.
Related Party Transactions The Company had transactions with the following related parties: Name of Related Party Nature of Relationship Guozhen Liu Limited partner of Changxin International Limited Partnership, executive director and legal representative of Park Ha Shanghai, supervisor of Xinzhan, parent of Xiaoqiu Zhang Fujun Yu Legal representative and executive director of Park Ha Jiangsu, supervisor of Xinzhan Hengquan Zhang Supervior of Park Ha Jiangsu, parent of Xiaoqiu Zhang Xiaoqiu Zhang CEO, Chairperson of the board of directors, controlling shareholder of Park Ha Cayman Due from related party The Company made advances to Ms.
Related Party Transactions The Company had transactions with the following related parties: Name of Related Party Nature of Relationship Guozhen Liu Limited partner of Changxin International Limited Partnership, executive director and legal representative of Park Ha Shanghai, supervisor of Xinzhan, parent of Xiaoqiu Zhang Fujun Yu Legal representative and executive director of Park Ha Jiangsu, supervisor of Park Ha Shanghai Hengquan Zhang Supervior of Park Ha Jiangsu, parent of Xiaoqiu Zhang Xiaoqiu Zhang CEO, Chairperson of the board of directors, controlling shareholder of Park Ha Cayman Li Wang Supervior of Park Ha Investment,director of the Company Due from related party The Company made advances to Ms.
Hengquan Zhang for working capital to be paid on behalf of the Company. The balance due from Mr. Hengquan Zhang was $nil, $10,964 and $12,931 as of October 31, 2024, 2023 and 2022, respectively. The Company made advances to Mr. Fujun Yu for working capital to be paid on behalf of the Company. The balance due from Mr.
Hengquan Zhang was $nil, $nil and $10,964 as of October 31, 2025, 2024 and 2023, respectively. The Company made advances to Mr. Fujun Yu for working capital to be paid on behalf of the Company. The balance due from Mr. Fujun Yu was $nil, $nil and $6,277 as of October 31, 2025, 2024 and 2023, respectively.
Xiaoqiu Zhang for working capital to be paid on behalf of the Company. The balance due from Ms. Xiaoqiu Zhang was $14,339, $nil and $nil as of October 31, 2024, 2023 and 2022, respectively. The company recovered the payment of $14,339 on February 19, 2025. The Company made advances to Mr.
Xiaoqiu Zhang for working capital to be paid on behalf of the Company. The balance due from Ms. Xiaoqiu Zhang was $35, $14,399 and $nil as of October 31, 2025, 2024 and 2023, respectively. The Company made advances to Mr. Hengquan Zhang for working capital to be paid on behalf of the Company. The balance due from Mr.
Guozhen Liu as working capital. The balance due to Ms. Guozhen Liu was $ nil, $6,565 and $348,086 as of October 31, 2024, 2023 and 2022, respectively. The Company received advances from Ms. Xiaoqiu Zhang as working capital. The balance due to Ms. Xiaoqiu Zhang was $nil, $61,596 and $324,635 as of October 31, 2024, 2023 and 2022, respectively.
Due to related party The Company received advances from Ms. Guozhen Liu as working capital. The balance due to Ms. Guozhen Liu was $ nil, $nil and $6,565 as of October 31, 2025, 2024 and 2023, respectively. The Company received advances from Ms. Xiaoqiu Zhang as working capital. The balance due to Ms.
Removed
Fujun Yu was $nil, $6,277 and $nil as of October 31, 2024, 2023 and 2022, respectively. Due to related party The Company received advances from Mr. Fujun Yu as working capital. The balance due to Mr. Fujun Yu was $nil, $nil and $86,580 as of October 31, 2024, 2023 and 2022, respectively. The Company received advances from Ms.
Added
Xiaoqiu Zhang was $nil, $nil and $61,596 as of October 31, 2025, 2024 and 2023, respectively. Ms. Li Wang made a payment for rent on behalf of the Company. The balance due to Ms. Li Wang was $ 7,026 and $nil as of October 31, 2025 and 2024, respectively.