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TDH Holdings, Inc.

TDH Holdings, Inc.PETZ财报

Nasdaq · 必需消费 · 房地产代理与管理（为他人）

TDH Holdings, Inc. is a pet product enterprise that develops, manufactures and distributes a comprehensive portfolio of pet food, nutritional treats, and daily pet supplies for dogs and cats. Its primary market is mainland China, catering to both online e-commerce and offline physical retail customer segments.

What changed in TDH Holdings, Inc.'s 20-F — 2024 vs 2025

Top changes in TDH Holdings, Inc.'s 2025 20-F

288 paragraphs added · 297 removed · 230 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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For example, if we are a PFIC, a U.S. investor will become subject to burdensome reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time.
For example, a U.S. investor will become subject to burdensome reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time.
Our auditor, the independent registered public accounting firm that issues the audit report for the year ended December 31, 2024 included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.
Our auditor, the independent registered public accounting firm that issues the audit report for the year ended December 31, 2025 included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.
Our auditor, the independent registered public accounting firm that issues the audit report for the year ended December 31, 2024 included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.
Our auditor, the independent registered public accounting firm that issues the audit report for the year ended December 31, 2025 included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.
There are also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the British Virgin Islands for business companies is limited. 24 We may not be able to pay any dividends on our shares in the future due to British Virgin Islands law.
There are also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the British Virgin Islands for business companies is limited. 23 We may not be able to pay any dividends on our shares in the future due to British Virgin Islands law.
As of the date of this prospectus, we are not aware of other material restrictions and limitations on our ability to distribute earnings from our businesses, including our subsidiaries, to the parent company and U.S. investors or our ability to settle amounts owed, or on foreign exchange or our ability to transfer cash between entities within our group, across borders, or to U.S. investors. 18 Risks Related to the Ownership of Our Common Shares We are a holding company incorporated in the British Virgin Islands.
As of the date of this Annual Report, we are not aware of other material restrictions and limitations on our ability to distribute earnings from our businesses, including our subsidiaries, to the parent company and U.S. investors or our ability to settle amounts owed, or on foreign exchange or our ability to transfer cash between entities within our group, across borders, or to U.S. investors. 18 Risks Related to the Ownership of Our Common Shares We are a holding company incorporated in the British Virgin Islands.
Specifically, we will be classified as a PFIC for U.S. tax purposes if either: ● 75% or more of our gross income in a taxable year is passive income; or ● the average percentage of our assets by value in a taxable year that produce or are held for the production of passive income (which includes cash) is at least 50%.
Specifically, we will be classified as a PFIC for U.S. tax purposes if either: ● 75% or more of our gross income in a taxable year is passive income; or ● the average percentage of our assets by value in a taxable year that produce or are held for the production of passive income (including cash) is at least 50%.
As confirmed by the relevant local authorities and our directors, in no records of violation were found on PRC subsidiaries for social insurance and/or housing fund during 2023.
As confirmed by the relevant local authorities and our directors, in no records of violation were found on PRC subsidiaries for social insurance and/or housing fund during 2025.
Certain internet platforms in China have been reportedly subject to heightened regulatory scrutiny in relation to cybersecurity matters. As of the date of this prospectus supplement, we and our PRC subsidiaries have not been informed by any PRC governmental authority of any requirement that we file for a cybersecurity review.
Certain internet platforms in China have been reportedly subject to heightened regulatory scrutiny in relation to cybersecurity matters. As of the date of this Annual Report, we and our PRC subsidiaries have not been informed by any PRC governmental authority of any requirement that we file for a cybersecurity review.
Thus, if the value of the foreign currency decreases before you actually convert the currency into U.S. dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive. 13 We may become a passive foreign investment company, which could result in adverse U.S. tax consequences to U.S. investors.
Thus, if the value of the foreign currency decreases before you actually convert the currency into U.S. dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive. 13 We believe we may be classified as a passive foreign investment company for the 2025 fiscal year, which could result in adverse U.S. tax consequences to U.S. investors.
Our auditor is headquartered in California and was last inspected by the PCAOB in March 2023. According to our auditor, the PCAOB will conduct regular inspections.
Our auditor is headquartered in California and was last inspected by the PCAOB in May 2025. According to our auditor, the PCAOB will conduct regular inspections.
Our auditor is headquartered in California and was last inspected by the PCAOB in March 2023. According to our auditor, the PCAOB will conduct regular inspections.
Our auditor is headquartered in California and was last inspected by the PCAOB in May 2025. According to our auditor, the PCAOB will conduct regular inspections.
In addition, if any member of our senior management or key personnel joins a competitor or forms a competing company, they may compete with us for customers, business partners and other key professionals and staff members of our Company.
We may be unable to locate a suitable replacement for any senior management or key personnel that we lose. In addition, if any member of our senior management or key personnel joins a competitor or forms a competing company, they may compete with us for customers, business partners and other key professionals and staff members of our Company.
As a result, the trading price of our Common Shares could decline, perhaps significantly. 1 Risks Related to Our Business We have historically incurred recurring losses and it is uncertain whether we may continue to incur losses in the future. Historically, we reported recurring losses of approximately $23.63 million for the year ended December 31, 2023.
As a result, the trading price of our Common Shares could decline, perhaps significantly. 1 Risks Related to Our Business We have historically incurred recurring losses and it is uncertain whether we may continue to incur losses in the future.
We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.
As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects. We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers.
The loss of any one of them would have a material adverse effect on our business and operations. Competition for senior management and our other key personnel is intense and the pool of suitable candidates is limited. We may be unable to locate a suitable replacement for any senior management or key personnel that we lose.
We do not maintain key man life insurance on any of our senior management or key personnel. The loss of any one of them would have a material adverse effect on our business and operations. Competition for senior management and our other key personnel is intense and the pool of suitable candidates is limited.
If our common shares are delisted from the NASDAQ Capital Market at some later date or become subject to the penny stock regulations, it is likely that the price of our shares would decline and that our shareholders would find it difficult to sell their shares.
If our common shares are delisted from the NASDAQ Capital Market at some later date or become subject to the penny stock regulations, it is likely that the price of our shares would decline and that our shareholders would find it difficult to sell their shares. 21 We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies.
If our CEO or CFO became unable or unwilling to continue in their present positions, we may not be able to replace them easily, our business may be significantly disrupted and our financial condition and results of operations may be materially adversely affected. We do not maintain key man life insurance on any of our senior management or key personnel.
We rely on their business, industry, financial and capital markets knowledge and experience. If our CEO or CFO became unable or unwilling to continue in their present positions, we may not be able to replace them easily, our business may be significantly disrupted and our financial condition and results of operations may be materially adversely affected.
This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources, or at all. 22 If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Common Shares may decline.
If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Common Shares may decline.
GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and implement regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel.
GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and implement regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel. As of the date of this annual report, we have not fully addressed the above-referenced weaknesses.
Although we reported a net income of approximately $2.68 million for the year ended December 31, 2024, some of our income was generated from investment income. For our continuing business operations, we still reported a loss from operations of approximately $1.83 million for the year ended December 31, 2024.
Historically, although we reported net income of approximately $2.68 million for the year ended December 31, 2024, a portion of such net income was derived from investment income.
If our shares are delisted from the NASDAQ Capital Market at some later date, our shareholders could find it difficult to sell our shares.
If our financial condition deteriorates as a NASDAQ listed company, we may not meet continued listing standards on the NASDAQ Capital Market. If our shares are delisted from the NASDAQ Capital Market at some later date, our shareholders could find it difficult to sell our shares.
However, i f we are unable to resolve material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Common Shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources. 23 As the rights of shareholders under British Virgin Islands law differ from those under U.S. law, you may have fewer protections as a shareholder.
However, we have made progress in implementing remedial measures, specifically: We have engaged an external consultant to assist with financial reporting and will continue to do so; We are in the process of establishing standardized business processes and formal operating procedures, with a target completion date in 2026; and We are strengthening our internal control and supervision mechanisms, particularly in the areas of segregation of duties, data sharing, and interdepartmental coordination and oversight. 22 However, if we are unable to resolve material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Common Shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.
These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial conditions and results of operations. 21 If our financial condition deteriorates as a NASDAQ listed company, we may not meet continued listing standards on the NASDAQ Capital Market.
Our management team may not successfully or efficiently manage our transition to becoming a U.S. public company. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial conditions and results of operations.
We depend on our key personnel, and our business and growth prospects may be severely disrupted if we lose their services. Our future success depends heavily upon the continued service of our key executives. We rely on their business, industry, financial and capital markets knowledge and experience.
Failure to successfully implement these initiatives may materially and adversely affect our ability to maintain or enhance profitability in future periods. We depend on our key personnel, and our business and growth prospects may be severely disrupted if we lose their services. Our future success depends heavily upon the continued service of our key executives.
Based on the nature of our business activities, we may be classified as a passive foreign investment company (“PFIC”), by the U.S. Internal Revenue Service (“IRS”), for U.S. federal income tax purposes. Such characterization could result in adverse U.S. tax consequences to you if you are a U.S. investor.
Based on the nature of our business activities and our financial composition for fiscal year 2025, we believe there is a risk that we may be treated as a passive foreign investment company (“PFIC”) for the 2025 fiscal year by the U.S. Internal Revenue Service (“IRS”) for U.S. federal income tax purposes.
We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies.
Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed individual executive compensation information.
Our business turnaround currently depends, in part, on our ability to successfully manage, acquire and lease new commercial properties. If we are not able to effectively manage, acquire and lease new commercial properties that successfully generate revenue, we may not be able to grow and maintain our business as anticipated.
Our ability to achieve a business turnaround depends, in part, on our successful operation, acquisition and leasing of additional commercial properties. If we fail to effectively operate, acquire and lease additional income-producing commercial properties, we may be unable to grow and sustain our business as expected.
Removed
However, we fully discontinued our restaurant business segment in June 2024 and currently our revenue is substantially generated from our commercial real estate management business. Because the commercial real estate property management business is a newly added business line, our revenue from the commercial real estate management business segment only slightly increased by approximately $0.56 million as compared to 2023.
Added
For the year ended December 31, 2025, our commercial real estate property management business was adversely affected by the prevailing economic conditions and intense market competition, resulting in an operating loss of approximately $1.82 million. Part of such operating loss is attributable to management and administrative expenses allocated from our British Virgin Islands affiliated entities.
Removed
If we are unable to successfully take necessary steps, we may be unable to sustain or increase our profitability in the future. We discontinued our restaurant segment, and the turnaround of our business depends, in part, on our ability to successfully generate revenue in the commercial real estate management business.
Added
Our classification as a PFIC is primarily attributable to our substantial cash balances rather than an intentional shift toward becoming an investment company. We maintain significant cash reserves specifically to fund the strategic growth and operational expansion of our commercial property management business.
Removed
We discontinued our restaurant business during the second quarter of 2024 when TDH Income sold its 51% equity interest in Far Ling’s Inc. and 100% equity interests in Bo Ling’s Chinese Restaurant, Inc. Our decision to discontinue our restaurant business was driven largely by higher costs and its historical performance and expected business forecasts.
Added
However, we maintain that we are not an ‘investment company’ as defined under the Investment Company Act of 1940, as our primary business remains the operation and management of commercial real estate properties.
Removed
We are now focusing on commercial real estate management business. Our turnaround depends, in part, on our ability to successfully acquire and/or sublet new commercial properties. This, in turn, depends on our ability to predict and respond to evolving tenant trends, demands and preferences. The management and acquisition of commercial properties involves considerable costs.
Added
For fiscal year 2025, our passive investment income represented in excess of 75% of our gross income, and the aggregate value of cash and marketable securities comprised more than 50% of our total assets. These elevated levels of passive income and passive assets are temporary and attributable to short-term capital positioning during fiscal 2025.
Removed
If we are not able to effectively manage and/or acquire new commercial properties that successfully generate revenue, we may not be able to grow and maintain our business as anticipated, and our revenue may decline and our business, financial condition and results of operations may be materially adversely affected.
Added
Our primary and long-term business focus remains the operation and management of commercial real estate properties, which generates active, non-passive income. We are committed to the disciplined deployment of capital into our commercial property management business at the most strategically advantageous time. Such characterization could result in adverse U.S. tax consequences to you if you are a U.S. investor.
Removed
Our management team may not successfully or efficiently manage our transition to becoming a U.S. public company.
Added
This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources, or at all.
Removed
For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed individual executive compensation information.
Added
As the rights of shareholders under British Virgin Islands law differ from those under U.S. law, you may have fewer protections as a shareholder.
Removed
Overall, the Company is working through and standardizing its business processes, instituting business procedures and adding controls and additional supervision, particularly, in the areas of control duties and data sharing and supervision so as to provide effective means of linking various functions and departments within the Company.
Removed
As of the date of this annual report, we have not fully addressed the above-referenced weaknesses. However, we have made progress in implementing remedial measures, specifically: ● We have hired two additional mid-level financial staff in late 2024, one of whom has been staffed in our financial reporting unit. In addition, we have identified two potential candidates with U.S.
Removed
Certified Public Accountant qualifications and related experience and skills for senior financial roles. We expect to hire at least one candidate prior to June 30, 2025.
Removed
In the interim, we will continue using an external consultant to assist us in financial reporting; ● Since January 2024, the management team, including our chief executive officer, our chief financial officer, and other management team members have held internal meetings, discussions, trainings, and seminars on a monthly basis to review our financial statements and operational performance and to identify areas to improve our internal control procedures; ● We are actively seeking an external consulting firm to assist us in setting up our financial and system control framework.
Removed
We expect to engage a qualified firm to complete the setup of our financial and system control framework by December 31, 2025. We plan to fully implement the above-referenced measures prior to December 31, 2025.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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In connection with the foregoing transactions the Company executed Share Sale and Purchase Agreements (together, the “Agreements”) pursuant to which the Company agreed to pay approximately USD$ 936,782 and USD $156,130 (RMB 6 million and RMB 1 million), respectively, to acquire all of outstanding securities of TDH Group BVBA and TDH JAPAN, respectively, from the sole shareholder of each entity, Rongfeng Cui, the Company’s former CEO.
In connection with the foregoing transactions the Company executed Share Sale and Purchase Agreements (together, the “Agreements”) pursuant to which the Company agreed to pay approximately USD$ 936,782 and USD $156,130 (RMB 6 million and RMB 1 million), respectively, to acquire all of outstanding securities of TDH Group BVBA and TDH JAPAN, respectively, from the sole shareholder of each entity, Rongfeng Cui, the Company’s former CEO.
The purchase consideration under the Agreements was paid by issuance of 936,782 and 156,130 restricted common shares of the Company, respectively. Rongfeng Cui incorporated TDH Group BVBA in 2012 and TDH JAPAN in 2017 to develop and maintain all the clients in Europe and Japan, and to distribute and expand product sales in European and Japanese markets.
The purchase consideration under the Agreements was paid by issuance of 936,782 and 156,130 restricted common shares of the Company, respectively. Rongfeng Cui incorporated TDH Group BVBA in 2012 and TDH JAPAN in 2017 to develop and maintain all the clients in Europe and Japan, and to distribute and expand product sales in European and Japanese markets.
Notwithstanding the foregoing, in the future, if there is any regulatory change or step taken by PRC regulators that does not permit YCM CPA INC., to provide audit documentations located in China or Hong Kong to the PCAOB for inspection or investigation, or the PACOB expands the scope of its determination so that we are subject to the HFCA, as the same may be amended, you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange and trading on “over-the-counter” markets, may be prohibited under the HFCA Act.
Notwithstanding the foregoing, in the future, if there is any regulatory change or step taken by PRC regulators that does not permit YCM CPA INC., to provide audit documentations located in China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of its determination so that we are subject to the HFCA, as the same may be amended, you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange and trading on “over-the-counter” markets, may be prohibited under the HFCA Act.
Under Circular 19 and Circular 16, foreign-invested enterprises in the PRC are allowed to use their foreign exchange funds under capital accounts and RMB funds from exchange settlement for expenditure under current accounts within its business scope or expenditure under capital accounts permitted by laws and regulations, except that such funds shall not be used for (i) expenditure beyond the enterprise’s business scope or expenditure prohibited by laws and regulations; (ii) investments in securities or other investments than banks’ principal-secured products; (iii) granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) construction or purchase of real estate for purposes other than self-use (except for real estate enterprises). 35 In January 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, or SAFE Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for previous years’ losses before remitting the profits.
Under Circular 19 and Circular 16, foreign-invested enterprises in the PRC are allowed to use their foreign exchange funds under capital accounts and RMB funds from exchange settlement for expenditure under current accounts within its business scope or expenditure under capital accounts permitted by laws and regulations, except that such funds shall not be used for (i) expenditure beyond the enterprise’s business scope or expenditure prohibited by laws and regulations; (ii) investments in securities or other investments than banks’ principal-secured products; (iii) granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) construction or purchase of real estate for purposes other than self-use (except for real estate enterprises). 37 In January 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, or SAFE Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for previous years’ losses before remitting the profits.
Our hiring practices do not, and have not, included quotas or numerical targets based on any of these characteristics. Our History and Corporate Structure We are a holding company incorporated in the British Virgin Islands (incorporated on September 30, 2015) that owns all of the outstanding capital stock of TDH HK Limited, our wholly-owned Hong Kong subsidiary (TDH HK).
Our hiring practices do not, and have not, included quotas or numerical targets based on any of these characteristics. 33 Our History and Corporate Structure We are a holding company incorporated in the British Virgin Islands (incorporated on September 30, 2015) that owns all of the outstanding capital stock of TDH HK Limited, our wholly-owned Hong Kong subsidiary (TDH HK).
Moreover, pursuant to SAFE Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements and provide board resolutions, contracts, and other proof when completing the registration procedures in connection with an outbound investment. 41 Regulations Relating to Anti-Monopoly Enforcement The PRC Anti-Monopoly enforcement agencies have in recent years strengthened enforcement under the PRC Anti-Monopoly Law.
Moreover, pursuant to SAFE Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements and provide board resolutions, contracts, and other proof when completing the registration procedures in connection with an outbound investment. Regulations Relating to Anti-Monopoly Enforcement The PRC Anti-Monopoly enforcement agencies have in recent years strengthened enforcement under the PRC Anti-Monopoly Law.
We do not currently have any patents related to our commercial real estate business. 33 Properties Under Chinese law, all of the land in China is either state-owned or collectively-owned, depending on its location and the specific laws governing such land.
We do not currently have any patents related to our commercial real estate business. Properties Under Chinese law, all of the land in China is either state-owned or collectively-owned, depending on its location and the specific laws governing such land.
We have not installed any cash management policies that dictate the amount of such funds and how such funds are transferred. Permissions Required from the PRC Authorities for Our Operations We conduct some of our business in China through our PRC subsidiaries established under PRC law.
We have not installed any cash management policies that dictate the amount of such funds and how such funds are transferred. 27 Permissions Required from the PRC Authorities for Our Operations We conduct some of our business in China through our PRC subsidiaries established under PRC law.
For those that have already obtained CSRC’s approvals for overseas listings or offerings may continue their process without additional filings but shall make the filing pursuant to the Overseas Listing Rules if they cannot complete the offering or listing before the expiration of the original approval from CSRC. 37 Regulations Relating to Employment The PRC Labor Law and the Labor Contract Law require that employers must execute written employment contracts with full-time employees.
For those that have already obtained CSRC’s approvals for overseas listings or offerings may continue their process without additional filings but shall make the filing pursuant to the Overseas Listing Rules if they cannot complete the offering or listing before the expiration of the original approval from CSRC. 39 Regulations Relating to Employment The PRC Labor Law and the Labor Contract Law require that employers must execute written employment contracts with full-time employees.
We are aware that our PRC resident beneficial owners subject to these registration requirements have registered with the local SAFE branches and/or qualified banks to reflect the recent changes to our corporate structure. 36 Regulations Relating to Dividend Distributions Under our current corporate structure we may rely on dividend payments from paid to us by our subsidiaries, which are wholly foreign-owned enterprises incorporated in China, to fund any cash and financing requirements we may have.
We are aware that our PRC resident beneficial owners subject to these registration requirements have registered with the local SAFE branches and/or qualified banks to reflect the recent changes to our corporate structure. 38 Regulations Relating to Dividend Distributions Under our current corporate structure we may rely on dividend payments from paid to us by our subsidiaries, which are wholly foreign-owned enterprises incorporated in China, to fund any cash and financing requirements we may have.
For the year ended December 31, 2024 and 2023, we provided working capital loans of $0 million and $0 million in aggregate to our subsidiaries. We have not declared or paid any cash dividends, nor do we have any present plan to pay any cash dividends on our common shares in the foreseeable future.
For the year ended December 31, 2025 and 2024, we provided working capital loans of $0 million and $0 million in aggregate to our subsidiaries. We have not declared or paid any cash dividends, nor do we have any present plan to pay any cash dividends on our common shares in the foreseeable future.
Environmental contamination or other environmental liabilities may also negatively affect the value of commercial real estate assets held by entities that are managed by our investment management and development services businesses. 32 Human Capital Management As of the date of this filing, we employ approximately 17 full-time employees. All of our employees are located in Beijing and Shandong Province, PRC.
Environmental contamination or other environmental liabilities may also negatively affect the value of commercial real estate assets held by entities that are managed by our investment management and development services businesses. Human Capital Management As of the date of this filing, we employ approximately 12 full-time employees. All of our employees are located in Beijing and Shandong Province, PRC.
Besides, responsible persons may be subject to fines between RMB10,000 and RMB100,000. 42 On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which has been taken effect on September 1, 2021.
Besides, responsible persons may be subject to fines between RMB10,000 and RMB100,000. 46 On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which has been taken effect on September 1, 2021.
We also own all of the outstanding capital stock of TDH Foods Limited, another wholly-owned Hong Kong subsidiary, and holds a 100% interest in TDH Income Corporation, a Nevada limited liability company.
We also own all of the outstanding capital stock of TDH Foods Limited, another wholly-owned Hong Kong subsidiary, and holds a 100% interest in TDH Income Corporation, a Nevada corporation.
On November 1, 2024, TDH Holdings, Inc. acquired 90% equity interests of Vigour Management Limited. On April 30, 2024, Beijing Wenxin Co., Ltd. acquired 60% equity interests of Beijing Jingshi Space Commercial Management Co., Ltd. On November 1, 2024, TDH Holdings, Inc. acquired 90% equity interests of Hengzhuo Investment Limited.
On November 15, 2024, TDH Holdings, Inc. acquired 90% equity interests of Vigour Management Limited. On April 30, 2024, Beijing Wenxin Co., Ltd. acquired 60% equity interests of Beijing Jingshi Space Commercial Management Co., Ltd. On November 15, 2024, TDH Holdings, Inc. acquired 90% equity interests of Hengzhuo Investment Limited.
If we are unable to receive funds from our subsidiaries, we may be unable to pay cash dividends on our common shares. 27 Cash dividends, if any, on our common shares will be paid in U.S. dollars.
If we are unable to receive funds from our subsidiaries, we may be unable to pay cash dividends on our common shares. 26 Cash dividends, if any, on our common shares will be paid in U.S. dollars.
For more detailed information, see “Item 3. Key Information-D. Risk Factors-Risks Relating to Doing Business in China.” Overview and History We currently focus on commercial real estate management. However, we started our company in 2002 in Qingdao, Shandong Province, PRC with a single mission of becoming a producer of high-quality petfood for pet owners in China and worldwide.
Key Information-D. Risk Factors-Risks Relating to Doing Business in China.” Overview and History We currently focus on commercial real estate management. However, we started our company in 2002 in Qingdao, Shandong Province, PRC with a single mission of becoming a producer of high-quality petfood for pet owners in China and worldwide.
In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our auditor is currently subject to PCAOB inspections and the PCAOB is thus able to inspect our auditor. Our auditor is headquartered in California and was last inspected by the PCAOB in March 2023.
In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our auditor is currently subject to PCAOB inspections and the PCAOB is thus able to inspect our auditor. Our auditor is headquartered in California and was last inspected by the PCAOB in May 2025.
However, any failure of us or our PRC Subsidiaries to fully comply with the Trial Measures and/or the Confidentiality Provisions, may significantly limit or completely hinder our ability to offer or continue to offer our common shares on Nasdaq, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our common shares to significantly decline in value or become worthless.
However, any failure of us or our PRC Subsidiaries to fully comply with the Trial Measures and/or the Confidentiality Provisions, may significantly limit or completely hinder our ability to offer or continue to offer our common shares on Nasdaq, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our common shares to significantly decline in value or become worthless. 30 For more detailed information, see “Item 3.
Under the Regulations on the Protection of the Right to Network Dissemination of Information that took effect on July 1, 2006 and was amended on January 30, 2013, it is further provided that an Internet information service provider may be held liable under various situations, including that if it knows or should reasonably have known a copyright infringement through the Internet and the service provider fails to take measures to remove or block or disconnect links to the relevant content, or, although not aware of the infringement, the Internet information service provider fails to take such measures upon receipt of the copyright holder’s notice of such infringement.
In addition, there is a voluntary registration system administered by the Copyright Protection Center of China. 43 Under the Regulations on the Protection of the Right to Network Dissemination of Information that took effect on July 1, 2006 and was amended on January 30, 2013, it is further provided that an Internet information service provider may be held liable under various situations, including that if it knows or should reasonably have known a copyright infringement through the Internet and the service provider fails to take measures to remove or block or disconnect links to the relevant content, or, although not aware of the infringement, the Internet information service provider fails to take such measures upon receipt of the copyright holder’s notice of such infringement.
Our properties are concentrated in Missouri and Beijing, China. As of December 31, 2024, we owned one property and had leasehold interests in 20 commercial properties that we are subleasing, aggregating approximately 23 thousand net rentable square feet, consisting of our one owned restaurant and 20 subleased office workplaces.
Our properties are concentrated in Missouri and Beijing, China. As of December 31, 2025, we owned one property and had leasehold interests in 42 commercial properties that we are subleasing, aggregating approximately 57 thousand net rentable square feet, consisting of our one owned restaurant and 42 subleased office workplaces.
We priced our products to be accessible to the average consumer. 30 Due to the sharp rise in market price of raw materials, the lack of operational efficiency of our production facilities and our inability to make bank loan repayments upon maturity, we suspended our production and normal business operations and we were involved in certain legal proceedings beginning in November 2019.
Due to the sharp rise in market price of raw materials, the lack of operational efficiency of our production facilities and our inability to make bank loan repayments upon maturity, we suspended our production and normal business operations and we were involved in certain legal proceedings beginning in November 2019.
Industries listed in the Catalogue were divided into three categories: encouraged, restricted and prohibited. Industries not listed in the Catalogue were generally deemed as constituting a fourth “permitted” category. The Catalog was replaced by the Special Administrative Measures for Access of Foreign Investment (Negative List) and the Catalogue of Industries for Encouraging Foreign Investment in 2018 and 2019, respectively.
Industries not listed in the Catalogue were generally deemed as constituting a fourth “permitted” category. The Catalog was replaced by the Special Administrative Measures for Access of Foreign Investment (Negative List) and the Catalogue of Industries for Encouraging Foreign Investment in 2018 and 2019, respectively.
In July 2021, the CAC opened cybersecurity probes into several U.S.-listed technology companies focusing on anti-monopoly regulation, and how companies collect, store, process and transfer data.
The PRC government is increasingly focused on data security. In July 2021, the CAC opened cybersecurity probes into several U.S.-listed technology companies focusing on anti-monopoly regulation, and how companies collect, store, process and transfer data.
For example, it is unclear whether the requirement of cybersecurity review applies to follow-on offerings by an “online platform operator” that is in possession of personal data of more than one million users where the offshore holding company of such operator is already listed overseas. 43 ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
For example, it is unclear whether the requirement of cybersecurity review applies to follow-on offerings by an “online platform operator” that is in possession of personal data of more than one million users where the offshore holding company of such operator is already listed overseas. 47
Regulations Relating to Leasing Pursuant to the Law on Administration of Urban Real Estate which took effect in January 1995 with the latest amendment in August 2019 and the Administrative Measures on Leasing of Commodity Housing which was promulgated by Ministry of Housing and Urban-Rural Development on December 1, 2010 and took effect on February 1, 2011, lessors and lessees are required to enter into a written lease contract, containing such provisions as the term of the lease, the use of the premises, liability for rent and repair, and other rights and obligations of both parties.
After a building is completed, an examination of completion by the relevant governmental authorities and experts must be organized. 42 Regulations Relating to Leasing Pursuant to the Law on Administration of Urban Real Estate which took effect in January 1995 with the latest amendment in August 2019 and the Administrative Measures on Leasing of Commodity Housing which was promulgated by Ministry of Housing and Urban-Rural Development on December 1, 2010 and took effect on February 1, 2011, lessors and lessees are required to enter into a written lease contract, containing such provisions as the term of the lease, the use of the premises, liability for rent and repair, and other rights and obligations of both parties.
On April 29, 2014, the State Council issued the revised the Implementing Regulations of the Trademark Law of the People’s Republic of China, which specified the requirements of applying for trademark registration and renewal. 40 Patent According to the Patent Law of the People’s Republic of China, or the Patent Law, promulgated by the SCNPC on March 12, 1984 and amended on September 4, 1992, August 25, 2000, December 27, 2008, and October 17, 2020, respectively, and the Implementation Rules of the Patent Law of the People’s Republic of China, or the Implementation Rules of the Patent Law, promulgated by the State Council on June 15, 2001 and revised on December 28, 2002, January 9, 2010, and December 11, 2023, the patent administrative department under the State Council is responsible for the administration of patent-related work nationwide.
Patent According to the Patent Law of the People’s Republic of China, or the Patent Law, promulgated by the SCNPC on March 12, 1984 and amended on September 4, 1992, August 25, 2000, December 27, 2008, and October 17, 2020, respectively, and the Implementation Rules of the Patent Law of the People’s Republic of China, or the Implementation Rules of the Patent Law, promulgated by the State Council on June 15, 2001 and revised on December 28, 2002, January 9, 2010, and December 11, 2023, the patent administrative department under the State Council is responsible for the administration of patent-related work nationwide.
Our telephone number is +86-10-6500-8528. Our website address is www.tiandihui.com. The information on our website is not part of this Annual Report. 34 REGULATIONS Regulations on Intellectual Property Rights Patent . Patents in the PRC are principally protected under the Patent Law of the PRC.
Our telephone number is +86-178-1320-4760. Our website address is www.tiandihui.com. The information on our website is not part of this Annual Report. 36 REGULATIONS Regulations on Intellectual Property Rights Patent . Patents in the PRC are principally protected under the Patent Law of the PRC.
The other shareholders shall have a right of first refusal under the equivalent conditions; (iii) a company can establish an audit committee comprised of directors responsible for supervising the company’s financial and accounting matters, with no board of supervisors or supervisors established; and (iv) where any shareholder of a company evades the debts by abusing the independent status of legal person of the company or the limited liability of shareholders and thus seriously damages the interests of any creditor of the company, it shall be jointly and severally liable for the debts of the company, and where a shareholder commits any of the acts as mentioned above by using two or more companies under its control, each company shall be jointly and severally liable for the debts of the other company(ies).
The other shareholders shall have a right of first refusal under the equivalent conditions; (iii) a company can establish an audit committee comprised of directors responsible for supervising the company’s financial and accounting matters, with no board of supervisors or supervisors established; and (iv) where any shareholder of a company evades the debts by abusing the independent status of legal person of the company or the limited liability of shareholders and thus seriously damages the interests of any creditor of the company, it shall be jointly and severally liable for the debts of the company, and where a shareholder commits any of the acts as mentioned above by using two or more companies under its control, each company shall be jointly and severally liable for the debts of the other company(ies). 40 Regulations Related to Foreign Investment The establishment, operation, and management of companies in China are mainly governed by the PRC Company Law, as most recently amended in 2023, which applies to both PRC domestic companies and foreign-invested companies.
On March 27, 2023, Qingdao Chihong was incorporated in Qingdao City, PRC. On April 30, 2024, Beijing Wenxin Co., Ltd. acquired 60% equity interests of Beijing Jingshi Commercial Management Co., Ltd. On November 1, 2024, TDH Holdings, Inc. acquired 90% equity interests of Vigour Management Limited. TDH Income Corporation owns 100% of the outstanding capital stock of HARDEES2470 LLC.
On April 30, 2024, Beijing Wenxin Co., Ltd. acquired 60% equity interests of Beijing Jingshi Commercial Management Co., Ltd. On November 15, 2024, TDH Holdings, Inc. acquired 90% equity interests of Vigour Management Limited. TDH Income Corporation owns 100% of the outstanding capital stock of HARDEES2470 LLC. HARDEES2470 LLC was incorporated in the State of Missouri on May 14, 2024.
On January 22, 2020, Qingdao Tiandihui Pet Foodstuffs Co., Ltd. (“Tiandihui Pet Foodstuffs”) was incorporated in Qingdao City, PRC. On January 21, 2020, Qingdao Tiandihui Foodstuffs Sales Co., Ltd. (“Tiandihui Foodstuffs Sales”) was incorporated in Qingdao City, PRC. Tiandihui Foodstuffs Sales is a wholly owned subsidiary of Tiandihui Pet Foodstuffs.
On January 21, 2020, Qingdao Tiandihui Foodstuffs Sales Co., Ltd. (“Tiandihui Foodstuffs Sales”) was incorporated in Qingdao City, PRC. Tiandihui Foodstuffs Sales is a wholly owned subsidiary of Tiandihui Pet Foodstuffs. Tiandihui Foodstuffs Sales has been deregistered and dissolved in June 2025.
Moreover, according to Negative List 2021, PRC entities which engage in any field forbidden by the Negative List 2021 for access of foreign investment shall be approved by competent PRC authorities when they seek listing offshore, and foreign investors shall not participate in operation and management and their shareholding ratio shall be in compliance with PRC laws.
Moreover, according to Negative List 2021, PRC entities which engage in any field forbidden by the Negative List 2021 for access of foreign investment shall be approved by competent PRC authorities when they seek listing offshore, and foreign investors shall not participate in operation and management and their shareholding ratio shall be in compliance with PRC laws. 41 According to the Implementing Rules, the registration of foreign-invested enterprises shall be handled by the State Administration for Market Regulation (“SAMR”) or its authorized local counterparts.
On October 31, 2021, TDH Income Corporation acquired 100% equity interests of Bo Ling’s Chinese Restaurant, Inc. In June 2024, the Company sold all its ownership interests in Far Ling’s Inc and Bo Ling’s Chinese Restaurant, Inc to third parties. On January 22, 2022, Beijing Wenxin was incorporated in Beijing City, PRC.
In June 2024, the Company sold all its ownership interests in Far Ling’s Inc and Bo Ling’s Chinese Restaurant, Inc to third parties. On January 22, 2022, Beijing Wenxin was incorporated in Beijing City, PRC. On March 27, 2023, Qingdao Chihong was incorporated in Qingdao City, PRC.
There are barriers to entry in our market limiting the number of qualified competitors. These barriers result from the required capital to owning or leasing a property and requirements for consistent improvements, maintenance and support.
Large companies like Dobe Group and Shanghai Golden Union Business Management own numerous properties all over China. There are barriers to entry in our market limiting the number of qualified competitors. These barriers result from the required capital to owning or leasing a property and requirements for consistent improvements, maintenance and support.
Both lessor and lessee are also required to register the lease with the real estate administration department, and failure to comply with the registration requirement may result in a fine ranging from RMB1,000 to RMB10,000. 39 Regulations Relating to Environmental Protection Pursuant to the PRC Law on Environment Impact Assessment promulgated in 2002 and most recently amended in 2018, and the Administrative Regulations on the Environmental Protection of Construction Projects promulgated in 1998 with the latest amendment in July 2017, each construction project is required to undergo an environmental impact assessment, and an environmental impact assessment report must be submitted to the relevant governmental authorities for approval before the commencement of construction.
Regulations Relating to Environmental Protection Pursuant to the PRC Law on Environment Impact Assessment promulgated in 2002 and most recently amended in 2018, and the Administrative Regulations on the Environmental Protection of Construction Projects promulgated in 1998 with the latest amendment in July 2017, each construction project is required to undergo an environmental impact assessment, and an environmental impact assessment report must be submitted to the relevant governmental authorities for approval before the commencement of construction.
HARDEES2470 LLC was incorporated in the State of Missouri on May 14, 2024. On November 1, 2024, TDH Holdings, Inc. acquired 90% equity interests of Hengzhuo Investment Limited. On November 1, 2024, TDH Holdings, Inc. acquired 90% equity interests of Beijing Ruihe Commercial Management Co., Ltd.
On November 15, 2024, TDH Holdings, Inc. acquired 90% equity interests of Hengzhuo Investment Limited. On November 15, 2024, TDH Holdings, Inc. acquired 90% equity interests of Beijing Ruihe Commercial Management Co., Ltd. On November 15, 2024, Beijing Ruihe Space Commercial Management Co., Ltd. was incorporated in Beijing City, PRC.
In the meantime, relevant competent government departments will formulate a catalog of industries for which foreign investments are encouraged according to the needs for national economic and social development, to list the specific industries, fields, and regions in which foreign investors are encouraged and guided to invest. 38 Investment activities in the PRC by foreign investors were principally governed by the Catalogue for the Guidance of Foreign Investment Industries, or the Catalogue, which was promulgated and is amended from time to time by the MOFCOM and the NDRC.
In the meantime, relevant competent government departments will formulate a catalog of industries for which foreign investments are encouraged according to the needs for national economic and social development, to list the specific industries, fields, and regions in which foreign investors are encouraged and guided to invest.
As the Amendments to the AML are newly published and it still takes time for it to come into effect, we are unable to estimate its specific impact on our business, financial condition, results of operations and prospects and future acquisition of any PRC subsidiaries.
The Amendments to the AML set out new substantive rules including safe harbor for monopoly agreements, introduced “stop-the-clock” mechanism and enhanced personal liability and monetary penalties for substantive violations. 45 As the Amendments to the AML are newly published and it still takes time for it to come into effect, we are unable to estimate its specific impact on our business, financial condition, results of operations and prospects and future acquisition of any PRC subsidiaries.
On November 1, 2024, TDH Holdings, Inc. acquired 90% equity interests of Beijing Ruihe Commercial Management Co., Ltd. On November 15, 2024, Beijing Ruihe Space Commercial Management Co., Ltd. was incorporated in Beijing City, PRC. Recent Developments Discontinued operations We discontinued our restaurant business segment during the second quarter of 2024.
On November 15, 2024, TDH Holdings, Inc. acquired 90% equity interests of Beijing Ruihe Commercial Management Co., Ltd. On November 15, 2024, Beijing Ruihe Space Commercial Management Co., Ltd. was incorporated in Beijing City, PRC. Recent Developments In 2025, we strengthened our brand building and customer relationships.
Regulations Relating to Offshore Special Purpose Companies Held by PRC Residents SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents on May 10, 2013, which became effective on May 13, 2013 and which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches.
The CNNIC issued the Measures for the Resolution of Country Code Top-Level Domain Name Disputes on June 18, 2019, pursuant to which, in the event of a domain name dispute, the disputed parties may lodge a complaint to the designated domain name dispute resolution institution to initiate the domain name dispute resolution procedure, file a suit to the People’s Court, or initiate an arbitration procedure. 44 Regulations Relating to Offshore Special Purpose Companies Held by PRC Residents SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents on May 10, 2013, which became effective on May 13, 2013 and which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches.
If we or our PRC subsidiaries do not receive or maintain required permissions or approvals, or inadvertently conclude that such permissions or approvals are not required, we may be subject to governmental investigations or enforcement actions, fines, penalties, suspension of operations, or be prohibited from engaging in relevant business or conducting securities offering, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. 28 In connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we and our PRC subsidiaries, (i) are not required to obtain permissions from the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not received or were denied such requisite permissions by any PRC authority.
If we or our PRC subsidiaries do not receive or maintain required permissions or approvals, or inadvertently conclude that such permissions or approvals are not required, we may be subject to governmental investigations or enforcement actions, fines, penalties, suspension of operations, or be prohibited from engaging in relevant business or conducting securities offering, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.
On March 16, 2022, the People’s Court of Huangdao District, Qingdao City, Shandong Province made a civil ruling and announced the acceptance of creditors’ application of bankruptcy liquidation of Tiandihui and it entered into bankruptcy proceedings. On December 27, 2023, the Court announced that the bankruptcy property distribution plan of Tiandihui was implemented and the bankruptcy proceedings were completed.
As a result, BVBA was fully disposed of as of December 31, 2025. On April 22, 2002 Tiandihui was incorporated in Qingdao City, PRC. On March 16, 2022, the People’s Court of Huangdao District, Qingdao City, Shandong Province made a civil ruling and announced the acceptance of creditors’ application of bankruptcy liquidation of Tiandihui and it entered into bankruptcy proceedings.
On November 15, 2024, Beijing Ruihe Space Commercial Management Co., Ltd. was incorporated in Beijing City, PRC. On September 20, 2018, the Board approved acquisitions by the Company of TDH Group BVBA, a company established under the laws of Belgium and TDH JAPAN, a company established under the laws of Japan.
On September 20, 2018, the Board approved acquisitions by the Company of TDH Group BVBA, a company established under the laws of Belgium and TDH JAPAN, a company established under the laws of Japan.
We will continue to evaluate all investments for consistency with our objective of owning net lease assets. Sales and Marketing We obtain new customers and tenants by word-of-mouth referrals and have found that satisfied tenants are loyal tenants. In addition, we encourage our entire staff from senior management to front-line staff to focus on marketing.
Sales and Marketing We obtain new customers and tenants by word-of-mouth referrals and have found that satisfied tenants are loyal tenants. In addition, we encourage our entire staff from senior management to front-line staff to focus on marketing. We believe that this approach is crucial to winning and retaining tenants and increases our ability to withstand competition.
The PRC government recently initiated a series of regulatory actions and statements to regulate business operations in China, including adopting new measures to extend the scope of cybersecurity reviews, cracking down on illegal activities in the securities market, and expanding the efforts in anti-monopoly enforcement. The PRC government is increasingly focused on data security.
Whether the data processing activities carried out by traditional enterprises (such as food, medicine, manufacturing, and merchandise sales enterprises) are subject to such review and the scope of the review remain to be further clarified by the regulatory authorities in the subsequent implementation process. 28 The PRC government recently initiated a series of regulatory actions and statements to regulate business operations in China, including adopting new measures to extend the scope of cybersecurity reviews, cracking down on illegal activities in the securities market, and expanding the efforts in anti-monopoly enforcement.
In December 2023, the Company transferred all its ownership interests in Chongai Jiujiu to a third party. TDH Income Corporation owns 100% of the outstanding capital stock of Ruby21Noland LLC. Ruby21Noland LLC was incorporated in the State of Missouri on June 9, 2021. On October 31, 2021, TDH Income Corporation acquired 51% equity interests of Far Ling’s Inc.
Ruby21Noland LLC was incorporated in the State of Missouri on June 9, 2021. On October 31, 2021, TDH Income Corporation acquired 51% equity interests of Far Ling’s Inc. On October 31, 2021, TDH Income Corporation acquired 100% equity interests of Bo Ling’s Chinese Restaurant, Inc.
We plan to selectively allocate capital to revenue enhancing projects that we believe will improve the market position of a given property or location. We believe that actively managing a diversified portfolio of commercial properties under long-term net lease agreements produces consistent and predictable income.
We plan to selectively allocate capital to revenue enhancing projects that we believe will improve the market position of a given property or location.
As a result, Tiandihui was fully disposed as of December 31, 2023. 25 On July 19, 2016, Tiandihui acquired 100% shares of Chongai Jiujiu from Rongfeng Cui and Yanjuan Wang for $87,849 (RMB 610,000). The acquisition of Chongai Jiujiu was a transaction between entities under common control. Chongai Jiujiu had immaterial operations and suffered recurring operating losses since its inception.
On December 27, 2023, the court announced that the bankruptcy property distribution plan of Tiandihui had been implemented and the bankruptcy proceedings were completed. 24 On July 19, 2016, Tiandihui acquired 100% shares of Chongai Jiujiu from Rongfeng Cui and Yanjuan Wang for $87,849 (RMB 610,000). The acquisition of Chongai Jiujiu was a transaction between entities under common control.
In selecting potential investments, we generally look for tenants with the following attributes: ● Reliable and sustainable cash flow, including demonstrated economic resiliency; and ● Willingness to sign a lease greater than one year. 31 After applying this investment strategy, we pursue those transactions where we believe we can achieve an attractive investment spread over our cost of capital and favorable risk-adjusted returns.
In selecting potential investments, we generally look for tenants with the following attributes: ● Reliable and sustainable cash flow, including demonstrated economic resiliency; and ● Willingness to sign a lease greater than one year.
TDH HK Limited owns 100% of the outstanding capital stock of Tiandihui Pet Foodstuffs, with its wholly-owned subsidiary of Beijing Chongai Jiujiu Cultural Communication Co., Ltd. On December 27, 2023, the court announced that the bankruptcy property distribution plan of Tiandihui was implemented and the bankruptcy proceedings were completed, and we fully disposed Tiandihui.
On December 27, 2023, the court announced that the bankruptcy property distribution plan of Tiandihui was implemented and the bankruptcy proceedings were completed, and we fully disposed Tiandihui. In December 2023, the Company transferred all its ownership interests in Chongai Jiujiu to a third party. TDH Income Corporation owns 100% of the outstanding capital stock of Ruby21Noland LLC.
A net lease typically requires the client to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance.
We believe that actively managing a diversified portfolio of commercial properties under long-term net lease agreements produces consistent and predictable income. 31 A net lease typically requires the client to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance.
Effective August 2, 2019, Rongfeng Cui ceased to be Company’s CEO and Dandan Liu was appointed as the CEO in his stead. TDH Japan has been deregistered and dissolved in February 2021. As of the date of this filing, TDH Group BVBA is currently under bankruptcy proceeding. On April 22, 2002 Tiandihui was incorporated in Qingdao City, PRC.
Effective August 2, 2019, Rongfeng Cui ceased to be Company’s CEO and Dandan Liu was appointed as the CEO in his stead. TDH Japan was deregistered and dissolved in February 2021. On May 6, 2025, the Court announced that the bankruptcy liquidation of BVBA had been completed and the bankruptcy proceedings were concluded.
Online marketing allows us to efficiently educate prospective tenants about our properties and assists us in expanding the reach of our market. We publicize and promote our properties through media such as Douyin, Rednote and WeChat Video Channel. In addition, we rely on our website for advertising.
In addition to our own marketing department, we use numerous platforms to advertise and promote our business, including radio, media and online marketing. Online marketing allows us to efficiently educate prospective tenants about our properties and assists us in expanding the reach of our market.
We believe this pivot to the commercial real estate management business line is in the best interests of our shareholders due to high costs we were experiencing in the restaurant segment business line, and the Company believes it can obtain stable revenue from rental income and property appreciation income from the increasing demand in the commercial real estate market from small and medium sized enterprises. 26 Business Overview Special Considerations Implications of the HFCA Act We are not a Chinese operating company but a British Virgin Islands holding company with operations conducted by our subsidiaries established in Missouri, Nevada, PRC, Belgium, and Hong Kong.
We expect that revenue from our commercial real estate leasing business will continue to grow in the near term. 25 Business Overview Special Considerations Implications of the HFCA Act We are not a Chinese operating company but a British Virgin Islands holding company with operations conducted by our subsidiaries established in Missouri, Nevada, PRC, Belgium, and Hong Kong.
TDH Japan has been deregistered and dissolved in February 2021. As of the date of this filing, TDH Group BVBA is currently under bankruptcy proceeding. Intellectual Property The PRC has domestic laws for the protection of rights in copyrights, patents, trademarks and trade secrets.
Intellectual Property The PRC has domestic laws for the protection of rights in copyrights, patents, trademarks and trade secrets.
Competition The commercial retail real estate management industry in China is dynamic and competitive. We face significant competition in our market from several large companies and some smaller regional competitors. Large companies like Dobe Group and Shanghai Golden Union Business Management own numerous properties all over China.
We publicize and promote our properties through media such as Douyin, Rednote and WeChat Video Channel. In addition, we rely on our website for advertising. 32 Competition The commercial retail real estate management industry in China is dynamic and competitive. We face significant competition in our market from several large companies and some smaller regional competitors.
On June 24, 2022, the SCNPC passed the Amendments to Anti-Monopoly Law (the “Amendments to the AML”) which have come into effect on August 1, 2022. The Amendments to the AML set out new substantive rules including safe harbor for monopoly agreements, introduced “stop-the-clock” mechanism and enhanced personal liability and monetary penalties for substantive violations.
On June 24, 2022, the SCNPC passed the Amendments to Anti-Monopoly Law (the “Amendments to the AML”) which have come into effect on August 1, 2022.
This resulted in an increase of $3.1 million and $3.2 million in restaurant food service revenue for the years ended December 31, 2022 and 2023, respectively On October 31, 2021, the Company completed the acquisition of 51% equity interests of Far Ling’s Inc. and 100% equity interests of Bo Ling’s Chinese Restaurant, Inc.
This resulted in an increase of $3.1 million and $3.2 million in restaurant food service revenue for the years ended December 31, 2022 and 2023, respectively. We discontinued our restaurant business segment during the second quarter of 2024. The Company now focuses on the commercial real estate management.
Owned Property Property Location Net Rentable Square Feet Approximate Annual Revenue Lease Expiration Date HARDEES2470 LLC 4011 S Noland Rd, Independence, Missouri 3,427 91,648.30 12/31/2033 Leased Properties Property Location Net Rentable Square Feet Approximate Annual Revenue Lease Expiration Date Rm 902 Building 8 Wanda Plaza Building 8, 93 Jianguo Road, Chaoyang District, Beijing PRC 1,025.05 29,487.34 7/20/2026 Rm 902 Building 8 Wanda Plaza (Rm 903-1 Building 8) Building 8, 93 Jianguo Road, Chaoyang District, Beijing PRC 1,394.79 37,069.80 2/17/2026 Rm 901 Building 8 Wanda Plaza Building 8, 93 Jianguo Road, Chaoyang District, Beijing PRC 653.91 28,307.85 9/4/2025 Rm 903 Building 8 Wanda Plaza Building 8, 93 Jianguo Road, Chaoyang District, Beijing PRC 1,507.91 27,802.35 7/5/2027 Rm 905 Building 8 Wanda Plaza Building 8, 93 Jianguo Road, Chaoyang District, Beijing PRC 1,206.63 27,802.35 1/31/2027 Rm 3807-1 Fortune Financial Center 33rd Floor, Building 3/4, 7 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,963.66 84,249.55 6/30/2026 Rm 3807-2 Fortune Financial Center 33rd Floor, Building 3/4, 7 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 2,757.93 107,670.92 6/30/2026 Rm 502-1 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,284.78 63,187.16 3/24/2026 Rm 502-2 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,674.22 67,399.64 3/24/2026 Rm 502-3 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,189.2 45,494.76 10/27/2026 Rm 502-4 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 471.78 15,164.92 3/10/2026 Rm 2606-1 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 583.3 27,802.35 12/10/2026 Rm 2606-2 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 631.09 26,959.86 12/5/2026 Rm 2607-1 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1319.33 52,234.72 11/25/2026 Rm 2607-2 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1336.66 55,604.70 11/9/2026 Rm 2606-1 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 583.3 27,802.35 12/10/2026 Rm 2606-2 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 631.09 26,959.86 12/5/2026 Rm 2607-1 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1319.33 52,234.72 11/25/2026 Rm 2607-2 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1336.66 55,604.70 11/9/2026 Rm 2606-1 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 583.3 27,802.35 12/10/2026 Our principal executive office is located at Beijing Wenxin Co., Ltd., Room 1104, Full Tower, 9 East Third Ring Middle Road, Chaoyang District, Beijing, PRC.
As of December 31, 2025, we owned one property and had leasehold interests in 42 commercial properties that we are subleasing, aggregating approximately 57 thousand net rentable square feet, consisting of one owned restaurant and 42 subleased office workplaces. 34 Owned Property Property Location Net Rentable Square Feet Approximate Annual Revenue Lease Expiration Date HARDEES2470 LLC 4011 S Noland Rd, Independence, Missouri 3,427 91,648.30 VACANT Leased Properties Property Location Net Rentable Square Feet Approximate Annual Revenue Lease Expiration Date Rm A1203A Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 568 16,673.61 2030/4/22 Rm A1203 Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 548 16,006.86 2030/4/22 Rm A1208 Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,675 55,023.59 2030/4/22 Rm A1208A Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 565 18,341.20 2030/4/22 Rm A1210 Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 2,240 53,751.39 2030/4/22 Rm A1210A Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 667 16,006.87 2030/4/22 Rm A1205A Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 505 16,673.82 2031/4/6 Rm A1205 Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,552 45,019.33 2031/4/6 Rm A1205B Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,383 46,686.71 2031/4/6 Rm A1206 Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,677 56,024.04 2031/4/6 Rm A1209A Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 602 20,808.92 2031/4/6 Rm A1209 Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,432 50,021.47 2031/4/6 Rm A1209B Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 898 28,492.23 2031/4/6 Rm 3209 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 2,102 65,027.90 2027/10/24 Rm 3209A Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,624 48,354.09 2027/10/24 Rm 3202 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,737 82,876.78 2027/10/24 Rm 3201A Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,187 69,892.20 2027/10/24 Rm 3201 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 2,360 90,672.10 2027/10/24 Rm 901 Building 8 Wanda Plaza Building 8, 93 Jianguo Road, Chaoyang District, Beijing PRC 1,170 18,007.73 2027/7/5 Rm 902 Building 8 Wanda Plaza Building 8, 93 Jianguo Road, Chaoyang District, Beijing PRC 1,135 29,121.75 2027/7/5 Rm 903-1 Building 8 Wanda Plaza Building 8, 93 Jianguo Road, Chaoyang District, Beijing PRC 1,544 36,465.78 2027/7/5 Rm 903 Building 8 Wanda Plaza Building 8, 93 Jianguo Road, Chaoyang District, Beijing PRC 1,462 25,010.73 2027/7/5 Rm 905 Building 8 Wanda Plaza Building 8, 93 Jianguo Road, Chaoyang District, Beijing PRC 1,407 25,010.73 2027/7/5 35 Property Location Net Rentable Square Feet Approximate Annual Revenue Lease Expiration Date Rm 906 Building 8 Wanda Plaza Building 8, 93 Jianguo Road, Chaoyang District, Beijing PRC 1,165 52,822.67 2027/7/5 Rm 502-1 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,252 62,403.76 2026/12/31 Rm 502-2 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,753 60,025.76 2026/12/31 Rm 502-3 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,159 42,527.56 2026/12/31 Rm 502-4 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 457 14,976.90 2026/12/31 Rm 3807-1 Fortune Financial Center 33rd Floor, Building 3/4, 7 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,814 79,876.79 2029/11/30 Rm 3807-2 Fortune Financial Center 33rd Floor, Building 3/4, 7 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 2,908 79,561.70 2029/11/30 Rm 2606-1 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 583 24,010.31 2030/10/7 Rm 2606-2 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 631 26,645.30 2030/10/7 Rm 2607-1 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,306 51,587.09 2030/10/7 Rm 2607-2 Full Tower 9 East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,350 53,356.23 2030/10/7 Rm A1201 Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 898 21,365.52 2031/10/31 Rm A1201A Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 580 8,336.92 2031/10/31 Rm A1202 Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 2,120 50,426.53 2031/10/31 Rm A1202A Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 463 26,646.08 2031/10/31 Rm A1207 Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,120 40,017.17 2031/10/31 Rm B705 Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,819 45,259.03 2031/12/11 Rm B705A Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 1,269 31,573.94 2031/12/11 Rm B705B Tianyuan Port Center C2 North East 3rd Ring Middle Road, Chaoyang District, Beijing PRC 853 18,341.20 2031/12/11 Our principal executive office is located at Beijing Wenxin Co., Ltd., Room 1104, Full Tower, 9 East Third Ring Middle Road, Chaoyang District, Beijing, PRC.
Removed
In December 2023, the Company transferred all its ownership interests in Chongai Jiujiu to a third party. The disposition of Chongai Jiujiu did not represent a strategic shift of the Company’s business due to immateriality, accordingly, the discontinued operations of Chongai Jiujiu are not presented and disclosed in this Annual Report.
Added
Chongai Jiujiu had immaterial operations and suffered recurring operating losses since its inception. In December 2023, the Company transferred all its ownership interests in Chongai Jiujiu to a third party. On January 22, 2020, Qingdao Tiandihui Pet Foodstuffs Co., Ltd. (“Tiandihui Pet Foodstuffs”) was incorporated in Qingdao City, PRC. Tiandihui Pet Foodstuffs has been deregistered and dissolved in April 2025.
Removed
The Company now focuses on the commercial real estate managment.
Added
We believe we have enhanced our brand image and improved our market competitiveness by, among other things, upgrading service quality and optimizing the leasing process. Meanwhile, we are committed to establishing long-term and stable cooperative relationships with our customers, laying a solid foundation for the sustained growth of our business.
Removed
Whether the data processing activities carried out by traditional enterprises (such as food, medicine, manufacturing, and merchandise sales enterprises) are subject to such review and the scope of the review remain to be further clarified by the regulatory authorities in the subsequent implementation process.
Added
In connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we and our PRC subsidiaries, (i) are not required to obtain permissions from the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not received or were denied such requisite permissions by any PRC authority.
Removed
Historically, we anticipated our growth would be driven by two key factors: a significant increase in the number of pet owners and in the size of the petfood market in China which would translate into expansion opportunities for us, and a fundamental change in Chinese society towards pets, pet ownership and care, such that the trends of pet humanization and consumer concerns for pet health and wellness would in turn would create a growing industry for petfood and products.
Added
After applying this investment strategy, we pursue those transactions where we believe we can achieve an attractive investment spread over our cost of capital and favorable risk-adjusted returns. We will continue to evaluate all investments for consistency with our objective of owning net lease assets.
Removed
The acquisition brought a new revenue source for the Company. We discontinued our restaurant business segment during the second quarter of 2024. We discontinued our restaurant business segment during the second quarter of 2024. The Company now focuses on the commercial real estate management.
Added
Tiandihui Foodstuffs Sales was deregistered and dissolved in April 2025, while Tiandihui Pet Foodstuffs completed deregistration and dissolution in June 2025. TDH HK Limited owns 100% of the outstanding capital stock of Tiandihui Pet Foodstuffs, with its wholly-owned subsidiary of Beijing Chongai Jiujiu Cultural Communication Co., Ltd.
Removed
We believe that this approach is crucial to winning and retaining tenants and increases our ability to withstand competition. In addition to our own marketing department, we use numerous platforms to advertise and promote our business, including radio, media and online marketing.
Added
TDH Japan has been deregistered and dissolved in February 2021. On May 6, 2025, the Court announced that the bankruptcy liquidation of BVBA had been completed and the bankruptcy proceedings were concluded. As a result, BVBA was fully disposed of as of December 31, 2025.
Removed
Our properties are concentrated in Missouri and Beijing, China. As of December 31, 2024, we owned one property and had leasehold interests in 20 commercial properties that we are subleasing, aggregating approximately 23 thousand net rentable square feet, consisting of are one owned restaurant and 20 subleased office workplaces.
Added
Our properties are concentrated in Missouri and Beijing, China.
Removed
Regulations Related to Foreign Investment The establishment, operation, and management of companies in China are mainly governed by the PRC Company Law, as most recently amended in 2023, which applies to both PRC domestic companies and foreign-invested companies.
Added
Investment activities in the PRC by foreign investors were principally governed by the Catalogue for the Guidance of Foreign Investment Industries, or the Catalogue, which was promulgated and is amended from time to time by the MOFCOM and the NDRC. Industries listed in the Catalogue were divided into three categories: encouraged, restricted and prohibited.
Removed
According to the Implementing Rules, the registration of foreign-invested enterprises shall be handled by the State Administration for Market Regulation (“SAMR”) or its authorized local counterparts.
Added
Both lessor and lessee are also required to register the lease with the real estate administration department, and failure to comply with the registration requirement may result in a fine ranging from RMB1,000 to RMB10,000.
Removed
After a building is completed, an examination of completion by the relevant governmental authorities and experts must be organized.
Added
On April 29, 2014, the State Council issued the revised the Implementing Regulations of the Trademark Law of the People’s Republic of China, which specified the requirements of applying for trademark registration and renewal.
Removed
In addition, there is a voluntary registration system administered by the Copyright Protection Center of China.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

104 edited+37 added−36 removed90 unchanged
The availability of these other sources of financing will depend upon our financial condition and results of operations as well as prevailing market conditions and may not be available on terms reasonably acceptable to us or at all. Regulatory Restrictions on Capital Injections We used proceeds from our initial public offering and subsequent offerings to fund our business.
The availability of these other sources of financing will depend upon our financial condition and results of operations as well as prevailing market conditions and may not be available on terms reasonably acceptable to us or at all. 57 Regulatory Restrictions on Capital Injections We used proceeds from our initial public offering and subsequent offerings to fund our business.
Accordingly, the following regulations regarding capital injections to foreign-invested enterprises must be followed. 54 Chinese regulations relating to investments in offshore companies by Chinese residents . SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Financing and Round-trip Investment through Offshore Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014.
Accordingly, the following regulations regarding capital injections to foreign-invested enterprises must be followed. Chinese regulations relating to investments in offshore companies by Chinese residents . SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Financing and Round-trip Investment through Offshore Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014.
For certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, short-term investment, accounts receivable, advances to suppliers, prepayments and other current assets, accounts payable, advances from customers, taxes payable, bank overdrafts, short term loans and other current liabilities, the carrying amounts approximate their fair values due to the short maturities. 62 Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, that requires disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker and included within each reported measure of segment profit or loss.
For certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, short-term investment, accounts receivable, advances to suppliers, prepayments and other current assets, accounts payable, advances from customers, taxes payable, bank overdrafts, short term loans and other current liabilities, the carrying amounts approximate their fair values due to the short maturities. 65 Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, that requires disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker and included within each reported measure of segment profit or loss.
The functional currency of TDH Group BVBA is Euro (“€”). For the subsidiaries whose functional currencies are RMB and Euro, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates.
The functional currency of TDH Group BVBA is Euro (“€”). 64 For the subsidiaries whose functional currencies are RMB and Euro, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates.
Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. 59 Impairment of Long-Lived Assets and Goodwill The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually.
Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. 62 Impairment of Long-Lived Assets and Goodwill The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually.
China regulates loans to and direct investment in Chinese entities by offshore holding companies and there is governmental control of currency conversion. We are an offshore holding company conducting our operations in China through our wholly owned subsidiary Tiandihui. As an offshore holding company, we may make loans and additional contributions to Tiandihui subject to approval from government authorities.
China regulates loans to and direct investment in Chinese entities by offshore holding companies and there is governmental control of currency conversion. We are an offshore holding company conducting our operations in China through our wholly owned subsidiary Wenxin. As an offshore holding company, we may make loans and additional contributions to Wenxin subject to approval from government authorities.
The Company does not have finance lease arrangements as of December 31, 2024 and 2023. Loss Contingencies The Company records accruals for certain of its outstanding legal proceedings or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated.
The Company does not have finance lease arrangements as of December 31, 2025 and 2024. Loss Contingencies The Company records accruals for certain of its outstanding legal proceedings or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated.
The information on our website is not part of this Annual Report. 44 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this annual filing.
The information on our website is not part of this Annual Report. 48 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this annual filing.
The loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. The Company recorded impairment of goodwill of $325,832, $0 and $0 for the years ended December 31, 2024, 2023 and 2022, respectively.
The loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. The Company recorded impairment of goodwill of 0, $325,832 and $0 for the years ended December 31, 2025, 2024 and 2023, respectively.
We discontinued our restaurant business segment during the second quarter of 2024 and started to focus on owning, operating and managing commercial real estate properties going forward. Since the commercial real estate management business is a newly added a business line, revenue from our continuing business only amounted to $563,726 for the year ended December 31, 2024.
We discontinued our restaurant business segment during the second quarter of 2024 to focus on owning, operating and managing commercial real estate properties. Since the commercial real estate management business is a newly added a business line, revenue from our continuing business only amounted to $563,726 for the year ended December 31, 2024.
TDH HK, in turn, owns all of the outstanding capital stock of Tiandihui, our former operating subsidiary based in Qingdao City, Shandong Province, China, incorporated in April 2002 as a PRC limited liability company. TDH Foods Limited owns 100% of the outstanding capital stock of Tiandihui Pet Foodstuffs, with its wholly-owned subsidiary of Qingdao Foodstuff Sales Co., Ltd.
TDH HK, in turn, owned all of the outstanding capital stock of Tiandihui, our former operating subsidiary based in Qingdao City, Shandong Province, China, incorporated in April 2002 as a PRC limited liability company Tiandihui. TDH Foods Limited owns 100% of the outstanding capital stock of Qingdao Pet Foodstuffs, with its wholly-owned subsidiary of Tiandihui Foodstuffs Sales.
The remaining lease term of the Company’s leases ranges from approximately 5 years to 6 years. 58 Off-Balance Sheet Arrangements Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
The remaining lease term of the Company’s leases ranges from approximately 4 years to 5 years. 61 Off-Balance Sheet Arrangements Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
The standard also requires disclosure of the composition of other segment items included in the measure of segment profit or loss that are not separately disclosed. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted.
The standard also requires disclosure of the composition of other segment items included in the measure of segment profit or loss that are not separately disclosed. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
The Company recorded impairment loss on long-lived assets other than goodwill of $0, $1,964 and $6,833 for the years ended December 31, 2024, 2023 and 2022, respectively. The Company’s goodwill is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.
The Company recorded impairment loss on long-lived assets other than goodwill of $0, $0 and $1,964 for the years ended December 31, 2025, 2024 and 2023, respectively. The Company’s goodwill is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.
Costs and Expenses from continuing operations Our costs and expenses primarily include the following: Costs of revenues . Cost of revenues of our commercial real estate management business consists primarily, payroll and employee benefit costs, lease and occupancy costs, depreciation and amortization costs and agency service costs. Selling, general and administrative expenses .
Costs and Expenses from continuing operations Our costs and expenses primarily include the following: Costs of revenues. Cost of revenues of our commercial real estate management business consists primarily, lease and occupancy costs, depreciation and amortization costs and agency service costs. Selling, general and administrative expenses .
Dollars for the purpose of preparing the consolidated financial statements were as follows (USD$1=€): Period Covered Balance Sheet Date Rate Average Rate Year ended December 31, 2024 0.9552 0.9503 Year ended December 31, 2023 0.9012 0.9153 Fair Value of Financial Instruments Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Dollars for the purpose of preparing the consolidated financial statements were as follows (USD$1=€): Period Covered Balance Sheet Date Rate Average Rate Year ended December 31, 2025 0.8535 0.8822 Year ended December 31, 2024 0.9552 0.9503 Fair Value of Financial Instruments Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Any loan to Tiandihui, which is treated as a foreign-invested enterprise under Chinese law, is subject to Chinese regulations and foreign exchange loan registrations.
Any loan to Wenxin, which is treated as a foreign-invested enterprise under Chinese law, is subject to Chinese regulations and foreign exchange loan registrations.
Net cash used in operating activities for the year ended December 31, 2023 totaled $2,492,725 (including cash flows of $ 3,492,712 used in operating activities from our continuing operations and cash flows of $999,987 provided by operating activities from discontinued operations).
Net cash used in operating activities for the year ended December 31, 2023 totaled $564,396 (including cash flows of $ 3,492,712 used in operating activities from our continuing operations and cash flows of $999,987 provided by operating activities from discontinued operations).
Dollars for the purpose of preparing the consolidated financial statements were as follows (USD$1=RMB): Period Covered Balance Sheet Date Rates Average Rates Year ended December 31, 2024 7.1884 7.1217 Year ended December 31, 2023 7.0827 7.0467 The exchange rates used to translate amounts in Euro into U.S.
Dollars for the purpose of preparing the consolidated financial statements were as follows (USD$1=RMB): Period Covered Balance Sheet Date Rates Average Rates Year ended December 31, 2025 7.0288 7.1429 Year ended December 31, 2024 7.1884 7.1217 The exchange rates used to translate amounts in Euro into U.S.
The activities were mainly comprised of a net loss of $23,626,172, depreciation and amortization of $22,649, fair value change of short-term investments $2,644,576, inventory write-down of $69,677, stock-based compensation of 3,040,000, an increase in prepayment and other current net assets of $3,210,336, a decrease in other current liabilities of $1,239,570, and a decrease in accounts payable of $369,142.
The activities were mainly comprised of a net loss of $23,631,516, depreciation and amortization of $22,649, fair value change of short-term investments $2,644,576, inventory write-down of $69,677, stock-based compensation of 3,040,000, an increase in prepayment and other current net assets of $3,210,336, a decrease in other current liabilities of $1,234,226, and a decrease in accounts payable of $369,142.
As a result, we reported net income of $575,249, net loss of $153,054 and net income of $51,430 from discontinued operations associated with our restaurant business for the years ended December 31, 2024, 2023 and 2022, respectively.
As a result, we reported $0, net income of $575,249 and net loss of $153,054 from discontinued operations associated with our restaurant business for the years ended December 31, 2025, 2024 and 2023, respectively.
For the year ended December 31, 2023, net cash provided by financing activities from continuing operations was $1,921,554, of which borrowing from related parties amounted to $1,928,329 and repayments to related parties of $6,774.
For the year ended December 31, 2024, there was no cash provided by or used in financing activities. For the year ended December 31, 2023, net cash provided by financing activities from continuing operations was $1,921,554, of which borrowing from related parties amounted to $1,928,329 and repayments to related parties of $6,774.
We account for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. 46 The following factors affect our cost of revenues and expense.
We account for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or tax returns.
Accordingly, we sought strategic alternatives to the petfood industry and entered the restaurant segment on October 31, 2021, when we acquired 51% equity interests of Far Ling’s Inc and 100% equity interests of Bo Ling’s Chinese Restaurant, Inc. and plan to focus on our restaurant segment.
Accordingly, we sought strategic alternatives to the petfood industry and entered the restaurant segment on October 31, 2021, when we acquired 51% equity interests of Far Ling’s Inc and 100% equity interests of Bo Ling’s Chinese Restaurant, Inc. and plan to focus on our restaurant segment. We discontinued our restaurant business segment during the second quarter of 2024.
In assessing our liquidity, management monitors and analyzes our cash and cash equivalent, our ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. As of December 31, 2024, we had cash and cash equivalents of approximately $15.70 million.
In assessing our liquidity, management monitors and analyzes our cash and cash equivalent, our ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. As of December 31, 2025, we had cash and cash equivalents of approximately $19.16 million.
This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this annual filing.
This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this annual filing. Recent Developments In 2025, we strengthened our brand building and customer relationships.
Depreciation expense for the years ended December 31, 2024 and 2023 was $111,642 and $22,649, respectively. Accounts payable Accounts payable represent our commercial credit offered to the suppliers, and notes payable were the bank acceptance notes to suppliers.
Depreciation expense for the years ended December 31, 2025 and 2024 was $221,223 and $111,642, respectively. Accounts payable Accounts payable represent our commercial credit offered to the suppliers, and notes payable were the bank acceptance notes to suppliers.
Prevailing salary levels . Our cost of revenues is impacted by prevailing salary levels. Although we have not been subject to significant wage inflation, a significant increase in the market rate for wages could harm our operating results and our operating margin.
Our general and administrative expenses are impacted by prevailing salary levels. Although we have not been subject to significant wage inflation, a significant increase in the market rate for wages could harm our operating results and operating margin.
Our net loss from discontinued operations amounted to $0, $15,095,547 and $339,054 for the years ended December 31, 2024, 2023 and 2022, respectively. 51 Net loss .
Our net loss from discontinued operations amounted to $0, $0 and $15,095,547 for the years ended December 31, 2025, 2024 and 2023, respectively. 55 Net loss .
The increase in our net income was due to increased revenue from our commercial real estate business segment and increased investment income for the year ended December 31, 2024. Our total net loss was $23,631,516 for the year ended December 31, 2023, compared to net income of $855,013 for the year ended December 31, 2022.
We reported a total net income was $2,500,561 for the year ended December 31, 2024, compared to the net loss of $23,631,516 for the year ended December 31, 2023. The increase in our net income was due to increased revenue from our commercial real estate business segment and increased investment income for the year ended December 31, 2024.
Our working capital amounted to approximately $24.6 million as of December 31, 2024. We are attempting to further improve our business profitability, generate sufficient cash flow from our operations to meet our operating needs on a timely basis, and obtain additional working capital funds through debt and equity financings in order to meet our anticipated cash requirements.
We are attempting to further improve our business profitability, generate sufficient cash flow from our operations to meet our operating needs on a timely basis, and obtain additional working capital funds through debt and equity financings in order to meet our anticipated cash requirements.
We rely heavily on the expertise and leadership of our senior management to maintain our core competence. The loss of the service of any of our key personnel could adversely affect our business. Macro-economic conditions.
Loss of key personnel. Our revenue was derived from our competitive advantages in our products. We rely heavily on the expertise and leadership of our senior management to maintain our core competence. The loss of the service of any of our key personnel could adversely affect our business. Macro-economic conditions.
Our cost of revenues as a percentage of revenue was 129.39% and 426.90% for the years ended December 31, 2023, and 2022, respectively. Gross margin from continuing operations Our gross margin from continuing operations was 42.29% for the year ended December 31, 2024, compared with a negative gross margin of -29.39% for the year ended December 31, 2023.
Our cost of revenues as a percentage of revenue was 57.71% and 129.39% for the years ended December 31, 2024, and 2023, respectively. Gross margin from continuing operations Our gross margin from continuing operations was -0.94% for the year ended December 31, 2025, compared with a gross margin of 42.29% for the year ended December 31, 2024.
Under the commercial real estate business lines, from October 2023 to January 2024, the Company entered into 7 commercial real estate property management agreements with the property owners, pursuant to which the Company leases the commercial real estate properties (primarily office space) from the property owners directly and is obligated to make monthly lease payment to the property owners, no matter whether the leased commercial property is rented out or not to subtenants through the Company’s efforts.
Under the commercial real estate business lines, the Company entered into property management agreements with the property owners, pursuant to which the Company leases the commercial real estate properties (primarily office space) directly from the property owners and is obligated to make monthly lease payment to the property owners regardless of whether the leased commercial property is subsequently rented out or not to subtenants.
At the present time, however, we do not have commitments of funds from any third parties. Based on the current operating plan, management believes that the above-mentioned measures collectively will provide sufficient liquidity for the Company to meet its future liquidity and capital requirement for at least 12 months from the date the audited financial statements were issued.
Based on the current operating plan, management believes that the above-mentioned measures collectively will provide sufficient liquidity for the Company to meet its future liquidity and capital requirement for at least 12 months from the date the audited financial statements were issued.
For the year ended December 31, 2024, our revenue from the commercial real estate management business increased by approximately $0.56 million as compared to 2023, and we reported a net income of approximately $2.50 million and negative cash flows from operating activities of approximately $0.23 million in 2024.
For the year ended December 31, 2025, our revenue from the commercial real estate management business increased by approximately $0.69 million as compared to 2024, and we reported a net income of approximately $1.78 million and cash outflow from operating activities of approximately $ 1.78 million in 2025.
Changes in fair value include realized gain of approximately $0.44 million and unrealized loss of approximately $3.08 million for the year ended December 31, 2023. 57 Accounts receivable Net accounts receivable as of December 31, 2024 were $5,748, an increase of $5,748 compared to $0 as of December 31, 2023.
Changes in fair value include realized gain of approximately $3.37 million and unrealized income of approximately $0.44 million for the year ended December 31, 2024. 60 Accounts receivable Net accounts receivable as of December 31, 2025 were $75,346, an increase of $69,598 compared to $5,748, as of December 31, 2024.
The negative gross margin in fiscal year 2023 was primarily associated with limited petfood sales. The increase in gross margin in 2024 was mainly due to our focus on the commercial real estate property management service business line in the second quarter of 2024.
The increase in gross margin in 2024 was mainly due to our focus on the commercial real estate property management service business line beginning in the second quarter of 2024. The commercial real estate property management business line has higher gross margins than the gross margins associated with petfood sales.
Changes in fair value include realized gain of approximately $3.37 million and unrealized income of approximately $0.44 million for the year ended December 31, 2024.
Changes in fair value include realized gain of approximately $7.47 million and unrealized income of approximately $3.33 million for the year ended December 31, 2025.
On November 1, 2024, TDH Holdings, Inc. acquired 90% equity interests of Vigour Management Limited. TDH Income Corporation owns 100% of the outstanding capital stock of HARDEES2470 LLC. HARDEES2470 LLC was incorporated in the State of Missouri on May 14, 2024. On November 1, 2024, TDH Holdings, Inc. acquired 90% equity interests of Hengzhuo Investment Limited.
On April 30, 2024, Beijing Wenxin Co., Ltd. acquired 60% equity interests of Beijing Jingshi Commercial Management Co., Ltd. On November 15, 2024, TDH Holdings, Inc. acquired 90% equity interests of Vigour Management Limited. TDH Income Corporation owns 100% of the outstanding capital stock of HARDEES2470 LLC. HARDEES2470 LLC was incorporated in the State of Missouri on May 14, 2024.
The activities were mainly comprised of a net income of $2,684,522, depreciation and amortization of $111,642, fair value change of short-term investments $3,811,339, Impairment of goodwill $325,832, an increase in Operating lease liabilities of $2,315,206, a decrease in prepayment and other current net asset of $1,660,998, an increase in other current liabilities of $2,615,861, and a decrease in advances from customers of $185,145.
The activities were mainly comprised of a net income of $2,500,561, depreciation and amortization of $111,642, fair value change of short-term investments $6,671,948, Impairment of goodwill $325,832, an increase in Operating lease liabilities of $441,402, a decrease in prepayment and other current net asset of $1,660,998, an increase in other current liabilities of $4,420,782, and a decrease in advances from customers of $185,145.
The improvement in gross margin was mainly due to a change in sales mix of petfood in 2023. Operating expenses from continuing operations Operating expenses from our continuing operations were $2,071,079 and $6,185,302, for the years ended December 31, 2024 and 2023, respectively, a decrease of $4,114,223, or 66.52% in fiscal year 2024 as compared to fiscal year 2023.
The main reason for the increase was mainly due to property management fees and depreciation expenses relating to additional properties. 54 Operating expenses from our continuing operations were $2,071,079 and $6,185,302, for the years ended December 31, 2024 and 2023, respectively, a decrease of $4,114,223, or 66.52% in fiscal year 2024 as compared to fiscal year 2023.
The components of this increase of $2,572,957 in cash and cash equivalents are reflected below. 2024 2023 Net cash used in operating activities $ (233,987 ) $ (2,492,725 ) Net cash provided by (used in) investing activities 2,781,030 (6,067,051 ) Net cash provided by financing activities 0 1,921,554 Exchange rate effect on cash and restricted cash (508,863 ) (1,557,521 ) Net cash inflow (outflow) $ 2,038,180 $ (8,195,743 ) Short-term investments During the years ended December 31, 2024 and 2023, the Company acquired equity securities of certain publicly listed companies through various open market transactions.
The components of this increase of $3,458,593 in cash and cash equivalents are reflected below. 2025 2024 Net cash used in operating activities $ (1,780,184 ) $ (233,987 ) Net cash provided by investing activities 6,235,605 2,781,030 Net cash used in financing activities (1,046,832 ) - Exchange rate effect on cash and restricted cash 50,004 (508,863 ) Net cash inflow (outflow) $ 3,458,593 $ 2,038,180 Short-term investments During the years ended December 31, 2025 and 2024, the Company acquired equity securities of certain publicly listed companies through various open market transactions.
As a result of the above, we reported a total net income was $2,500,561 for the year ended December 31, 2024, compared to the net loss of $23,631,516 for the year ended December 31, 2023.
As a result of the above, we reported a total net income was $1,781,077 for the year ended December 31, 2025, compared with total net income of $2,500,561 for the year ended December 31, 2024.
Cash and cash equivalents and restricted cash As of December 31, 2024, cash and cash equivalents were $15,699,562, compared to $13,126,605 at December 31, 2023.
Cash and cash equivalents and restricted cash As of December 31, 2025, cash and cash equivalents were 19,158,155, compared to $15,699,562, at December 31, 2024.
The balance of taxes payable as of December 31, 2024 was $14,681, representing an increase of $5,391, or 58%, compared with a balance of $9,290 as of December 31, 2023. Tabular Disclosure of Contractual Obligations We have certain potential commitments that include future estimated payments.
The balance of taxes payable as of December 31, 2025 was $11,215, representing a decrease of $3,466, or 23.61%, compared with a balance of $14,681 as of December 31, 2024. Tabular Disclosure of Contractual Obligations We have certain potential commitments that include future estimated payments.
There was no allowance for credit losses recorded for the years ended December 31, 2024 and 2023, respectively. Due to related parties As of December 31, 2024, the balance of due to related parties was $200,318, a decrease of $1,763,476 as compared to $1,963,794 on December 31, 2023.
There was no allowance for credit losses recorded for the years ended December 31, 2025 and 2024, respectively. Due to related parties As of December 31, 2025, the balance of due to related parties was $300,000, an increase of $99,682 as compared to $200,318 on December 31, 2024.
The revenue generated from different countries from our continuing operations are set forth as following: December 31 2024 vs 2023 vs 2024 2023 2022 2023 2022 $ $ $ China 512,157 754 25,849 67,825 % -97 % U.S. 53,461 - - 100 % N/A Less: Sales tax and additional surcharge (1,892 ) - (1,123 ) 100 % -100 % Total revenues from continuing operations 563,726 754 24,726 74,630 % -97 % 49 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For the year ended December 31, 2024, revenue generated from continuing commercial real estate management business grew 512,157 or 100% in the China domestic market and generated revenue of $53,461 or 100% in the United States.
The revenue generated from different countries from our continuing operations are set forth as following: December 31 2025 vs 2024 vs 2025 2024 2023 2024 2023 $ $ $ China 1,188,848 512,157 754 132.13 % 67,825.33 % U.S. 68,736 53,461 - 28.57 % 100 % Less: Sales tax and additional surcharge (6,325 ) (1,892 ) - 234.3 % 100 % Total revenues from continuing operations 1,251,259 563,726 754 121.96 % 74,664.72 % Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 For the year ended December 31, 2025, revenue generated from continuing commercial real estate management business grew 676,691 or 132.13% in the China domestic market and generated revenue of $15,275 or 28.57% in the United States.
During the year ended December 31, 2023, our cash used in operating activities was $2,492,725, cash used in investing activities was $6,067,051, and cash provided by financing activities was $1,921,554, and the negative effect of prevailing exchange rates on our cash was $1,557,521.
During the year ended December 31, 2023, our cash used in operating activities was $564,396, cash used in investing activities was $6,067,051, and cash used in financing activities was $6,774, and the negative effect of prevailing exchange rates on our cash was $1,557,521. 56 Net cash used in operating activities for the year ended December 31, 2025 totaled $1,780,184.
As of December 31, 2024 and 2023, the Company recorded contract liabilities of $183,173 and $295, respectively, which were presented as advances from customers on the accompanying consolidated balance sheets.
As of December 31, 2025 and 2024, the Company recorded contract liabilities of $255,383 and $183,173, respectively, which were presented as advances from customers on the accompanying consolidated balance sheets. During the years ended December 31, 2025, 2024 and 2023, the Company recognized $1,188,848, $512,156 and $0 of contract liabilities as revenue, respectively.
Our cost of revenues as a percentage of revenue was 57.71% and 129.39% for the years ended December 31, 2024, and 2023, respectively. Our cost of revenues from our continuing operations is primarily comprised of the cost of our raw materials, labor and overhead costs.
Our cost of revenues as a percentage of revenue was 100.94% and 57.71% for the years ended December 31, 2025, and 2024, respectively. Our cost of revenues from our continuing operations is primarily comprised of lease and occupancy costs, depreciation and amortization costs and agency service costs.
Our telephone number is +86-10-6500-8528. Our website address is www.tiandihui.com.
Our telephone number is +86-178-1320-4760. Our website address is www.tiandihui.com.
December 31, Country 2024 2023 China (Mainland) $ 1,915,855 $ 371,807 China (Hong Kong) 63,969 2,018,727 Hong Kong (through a broker account) 110,502 107,918 New Zealand (through a broker account) 11,690,646 8,477,703 U.S. 1,918,590 2,150,450 Total $ 15,699,562 $ 13,126,605 The majority of our cash balances at December 31, 2024 and 2023 are in form of USD and held in broker accounts in New Zealand and Hong Kong and bank accounts at financial institutions located in China.
December 31, Country 2025 2024 China (Mainland) $ 1,818,139 $ 1,915,855 China (Hong Kong) 1,297,551 63,969 Hong Kong (through a broker account) 1,954,561 110,502 New Zealand (through a broker account) 12,869,479 11,690,646 U.S. 1,218,425 1,918,590 Total $ 19,158,155 $ 15,699,562 The majority of our cash balances at December 31, 2025 and 2024 are in form of USD and held in broker accounts in New Zealand and Hong Kong and bank accounts at financial institutions located in China.
Our operations are in China, and China’s inflation rates have been relatively stable in the last three years: 0.8% in 2024, 2.6% in 2023 and 3.7% in 2022 Impact of Foreign Currency Fluctuations We do not believe the impact of foreign currency fluctuations on our Company is material.
However, it does not currently expect any material effects on its consolidated financial statements upon adoption. Impact of Inflation We do not believe the impact of inflation on our Company is material. Our operations are in China, and China’s inflation rates have been relatively stable in the last three years: 0% in 2025, 0.8% in 2024 and 2.6% in 2023.
As of December 31, 2024, we had the following contractual obligations: Payments Due by Period Contractual Obligations Total Less than 1 year 1-3 years 3-5 years More than 5 years Lease Obligations $ 2,224,492 584,825 1,347,541 292,125 - Total $ 2,224,492 $ 584,825 $ 1,347,541 $ 292,125 $ - The Company has signed seven commercial real estate lease agreements.
As of December 31, 2025, we had the following contractual obligations: Payments Due by Period Contractual Obligations Total Less than 1 year 1-3 years 3-5 years More than 5 years Lease Obligations $ 3,781,721 1,042,151 2,479,138 260,432 - Total $ 3,781,721 $ 1,042,151 $ 2,479,138 $ 260,432 $ - The Company has signed 18 commercial real estate lease agreements.
Management has concluded that the disaggregation level is the same under both the revenue standard and the segment reporting standard. Revenue under the segment reporting standard is measured on the same basis as under the revenue standard.
Management has concluded that the disaggregation level is the same under both the revenue standard and the segment reporting standard. Revenue under the segment reporting standard is measured on the same basis as under the revenue standard. See Note 12 for information regarding revenue disaggregation by product lines, marketing channels and geographical regions.
The main reason for the increase was mainly due to increased payroll expenses as a result of the increase in the number of employees and stock-based compensation expense due to extension of warrants exercise date. Impairment of goodwill was $325,832, $0 and $0 for the years ended December 31, 2024, 2023 and 2022, respectively.
The main reason for the decrease was mainly due to decreased payroll expenses as a result of the decrease in the number of employees and the company’s cost control efforts. Impairment of goodwill was $0, $325,832 and $0 for the years ended December 31, 2025, 2024 and 2023, respectively. No goodwill impairment was recognized in 2025.
Regarding purchase of raw materials, we are subject to commodity price risks arising from price fluctuations in the market prices of the raw materials. We have generally been able to pass on cost increases through price adjustments. However, the ability to pass on these increases depends on market conditions influenced by the overall economic conditions in China.
Impact of Foreign Currency Fluctuations We do not believe the impact of foreign currency fluctuations on our Company is material. Regarding purchase of raw materials, we are subject to commodity price risks arising from price fluctuations in the market prices of the raw materials. We have generally been able to pass on cost increases through price adjustments.
We believe that there are numerous factors that make our commercial properties highly desirable to retailers and customers, including: ● the quality, and location and diversity of our properties; ● our management and operational commitment; ● our focus on relationships with tenants, owners, developer and local governments; and ● our tenant mix.
We believe that there are numerous factors that make our commercial properties highly desirable to retailers and customers, including: ● the quality, and location and diversity of our properties; ● our management and operational commitment; ● our focus on relationships with tenants, owners, developer and local governments; and ● our tenant mix. 50 There can be no assurance our strategies in making our properties desirable will be effective, and some strategies may be effective at improving some metrics while adversely affecting other metrics, which could have the overall effect of harming our business.
December 31 2024 vs 2023 vs 2024 2023 2022 2023 2022 $ $ $ Pet food domestic sales - 754 25,849 -100 % -97 % commercial real estate management business revenue 565,618 - - 100 % N/A Less: Sales tax and additional surcharge (1,892 ) - (1,123 ) 100 % -100 % Total revenues from continuing operations 563,726 754 24,726 74,630 % -97 % Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For the year ended December 31, 2024, revenue generated from continuing commercial real estate management business increased by $563,726 or 100%, and there was no sales of petfood products.
December 31 2025 vs 2024 vs 2025 2024 2023 2024 2023 $ $ $ Pet food domestic sales - - 754 N/A -100 % commercial real estate management business revenue 1,257,584 565,618 - 122.34 % 100 % Less: Sales tax and additional surcharge (6,325 ) (1,892 ) - 234.3 % 100 % Total revenues from continuing operations 1,251,259 563,726 754 121.96 % 74,664.72 % Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 For the year ended December 31, 2025, revenue from our continuing commercial real estate management business increased by $687,533, or 121.96%.
In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including eventual loss, fine, penalty or business impact, if any. 60 Revenue Recognition Revenue is measured according to ASC Topic 606, Revenue from Contracts with Customers.
In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including eventual loss, fine, penalty or business impact, if any. 63 Revenue Recognition Lease revenue The Company recognizes lease revenue under ASC 842, Leases , and all the lease contracts are operating leases.
If we fail to maintain our reputation and competitive advantages, tenant demand for our properties could decline. In addition, competition in the commercial real estate management industry is intense. We compete with numerous developers, owners and operators of real estate, many of which own properties similar to ours in the same submarkets in which our properties are located.
We compete with numerous developers, owners and operators of real estate, many of which own properties similar to ours in the same submarkets in which our properties are located.
We decided to discontinue our petfood manufacturing business segment in the first quarter 2023 and focus on our restaurant segment, and we discontinued our restaurant segment in 2024 to focus on commercial real estate management going forward. However, the market conditions and consumer preferences change rapidly.
The following factors affected the revenues we derived from our operations from 2023 to 2025. Our ability to maintain our competitive advantages. We decided to discontinue our petfood manufacturing business segment in the first quarter 2023 and focus on our restaurant segment, and we discontinued our restaurant segment in 2024 to focus on commercial real estate management going forward.
Property, plant and equipment, net Net property, plant and equipment as of December 31, 2024 was $2,363,989, an increase of $1,706,865 compared to $ 657,124 as of December 31, 2023. The increase in balance of property, plant and equipment was mainly due to the purchase of commercial real estate property during fiscal year 2024.
Property, plant and equipment, net Net property, plant and equipment as of December 31, 2025 was $2,398,192, an increase of $34,203 compared to $2,363,989 as of December 31, 2024. The increase in balance of property, plant and equipment was mainly due to the leasehold improvement for office during fiscal year 2025.
Due to the sharp rise in market price of raw materials, the lack of operational efficiency of our production facilities and our inability to make bank loan repayments upon maturity, we suspended our production and normal business operations and we were involved in certain legal proceedings beginning in November 2019.
Due to sharp increases in raw material market prices, insufficient operational efficiency of our production facilities, and our failure to repay bank loans upon maturity, we suspended production and normal business operations and became involved in certain legal proceedings commencing in November 2019.
Accordingly, we sought strategic alternatives to the petfood industry and entered the restaurant segment on October 31, 2021, when we acquired 51% equity interests of Far Ling’s Inc and 100% equity interests of Bo Ling’s Chinese Restaurant, Inc.
Accordingly, we pursued strategic alternatives outside the pet food industry and entered the restaurant business on October 31, 2021, through the acquisition of a 51% equity interest in Far Ling’s Inc. and a 100% equity interest in Bo Ling’s Chinese Restaurant, Inc., with a plan to focus on the restaurant segment.
The decrease in our net income was due to the closure of the bankruptcy proceedings of Tiandihui in December 2023. Liquidity and Capital Resources Our consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
Liquidity and Capital Resources Our consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We discontinued our restaurant business segment in 2024 and shifted our focus to owning, operating and managing commercial real estate projects.
During the year ended December 31, 2022, our cash used in operating activities was $2,072,715, cash used in investing activities was $1,332,827, and cash provided by financing activities was $6,055,480, and the positive effect of prevailing exchange rates on our cash was $985,263.
During the year ended December 31, 2025, our cash used in operating activities was $1,780,184, cash provided by investing activities was $6,235,605, and cash used in financing activities was $1,046,832, and the effect of prevailing exchange rates on our cash was $50,004.
On October 31, 2021, TDH Income Corporation acquired 51% equity interests of Far Ling’s Inc. On October 31, 2021, TDH Income Corporation acquired 100% equity interests of Bo Ling’s Chinese Restaurant, Inc. In June 2024, the Company sold all its ownership interests in Far Ling’s Inc and Bo Ling’s Chinese Restaurant, Inc to third parties.
Ruby21Noland LLC was incorporated in the State of Missouri on June 9, 2021. On October 31, 2021, TDH Income Corporation acquired 51% equity interests of Far Ling’s Inc. On October 31, 2021, TDH Income Corporation acquired 100% equity interests of Bo Ling’s Chinese Restaurant, Inc.
Revenues from continuing operations Historically before 2019, our revenue primarily was generated from sales of our petfood products to customers mainly through our overseas and domestic distribution agents, and online sales through various electronic commerce platforms. Revenue consists of the invoiced value for the sales, net of value-added tax (“VAT”), business tax, applicable local government levies and returns.
We generated revenue of $1.25 million from our commercial real estate business in 2025. 49 Revenues from continuing operations Historically before 2019, our revenue primarily was generated from sales of our petfood products to customers mainly through our overseas and domestic distribution agents, and online sales through various electronic commerce platforms.
Most of our oversea sales are denominated in US dollars, for which our oversea sales are exempted from the risk of foreign currency fluctuation. We have not had any foreign currency investments hedged by currency borrowings or other hedging instruments. We manage our price risks through productivity improvements and cost-containment measures. 63
However, the ability to pass on these increases depends on market conditions influenced by the overall economic conditions in China. Most of our oversea sales are denominated in US dollars, for which our oversea sales are exempted from the risk of foreign currency fluctuation. We have not had any foreign currency investments hedged by currency borrowings or other hedging instruments.
On December 27, 2023, the court announced that the bankruptcy property distribution plan of Tiandihui was implemented and the bankruptcy proceedings were completed. In December 2023, the Company transferred all its ownership interests in Chongai Jiujiu to a third party. On April 30, 2024, Beijing Wenxin Co., Ltd. acquired 60% equity interests of Beijing Jingshi Commercial Management Co., Ltd.
On December 27, 2023, the court announced that the bankruptcy property distribution plan of Tiandihui was implemented and the bankruptcy proceedings were completed, and we fully disposed Tiandihui. In December 2023, the Company transferred all its ownership interests in Chongai Jiujiu to a third party. TDH Income Corporation owns 100% of the outstanding capital stock of Ruby21Noland LLC.
Our ability to attract, retain, and expand our senior management and our professional and technical staff is an important factor in determining our future success. From time to time, it may be difficult to attract and retain qualified individuals with the required expertise at a fair wage. Depreciation .
Our ability to attract, retain, and expand our senior management and professional and technical staff is an important factor in determining our future success.
The activities were mainly comprised of a net income of $803,700, depreciation and amortization of $17,114, fair value change of short-term investments $4,161,093, inventory write-down of $11,532, a decrease in prepayment and other current net assets of $2,714,557, an increase in other current liabilities of $811,658, and a decrease in accounts payable of $266,778. 53 Net cash provided by investing activities for the year ended December 31, 2024 totaled $2,781,030 from our continuing operations, primarily include purchase of property and equipment of $1,881,370, proceeds from disposal of subsidiaries of $578,400, purchases of short-term investments of $46,777,749 and proceeds from sale of short-term investments of $50,944,982.
Net cash provided by investing activities for the year ended December 31, 2024 totaled $2,781,030 from our continuing operations, primarily include purchase of property and equipment of $1,881,370, proceeds from disposal of subsidiaries of $578,400, purchases of short-term investments of $46,777,749 and proceeds from sale of short-term investments of $50,944,982.
As a result, the Company discontinued its restaurant business and started to focus on owning, operating and managing commercial real estate properties going forward.
Net loss from discontinued operations On June 7, 2024, the Company sold its 51% equity interest in Far Ling’s Inc. and 100% equity interest in Bo Ling’s Chinese Restaurant, Inc. to third parties. As a result, the Company discontinued its restaurant business and started to focus on owning, operating and managing commercial real estate properties going forward.
The commercial real estate property management business line has higher gross margins than the gross margins associated with petfood sales. Our gross margin from continuing operations was negative 29.39% for the year ended December 31, 2023, compared with gross margin of negative 326.90% for the year ended December 31, 2022.
Our gross margin from continuing operations was 42.29% for the year ended December 31, 2024, compared with a negative gross margin of -29.39% for the year ended December 31, 2023. The negative gross margin in fiscal year 2023 was primarily associated with limited petfood sales.
We discontinued our restaurant business segment during the second quarter of 2024. The Company now focuses on its commercial real estate business. There was no such revenue for the years ended December 31, 2023 and 2022.
The Company now focuses on its commercial real estate business. There was no such revenue for the years ended December 31, 2024 and 2023. 53 Cost of revenues from continuing operations Our cost of revenues from our continuing operations is primarily comprised of lease and occupancy costs, depreciation and amortization costs and agency service costs.
Our operating loss as a percentage of total revenues was negative 819,980.58%, and negative 12,295.62% for the years ended December 31, 2023 and 2022, respectively. The continuous loss from operation was mainly due to increased operating expenses in 2023. Income taxes expense from continuing operations .
Our operating loss as a percentage of total revenues was negative 146.31% and 325.10%, for the years ended December 31, 2025 and 2024, respectively. The decrease in loss from operation was mainly due to the increase in revenue.
The ratio of operating expenses as a percentage of revenue increased from 11,968.72% for the year ended December 31, 2022 to 819,951.18% for the year ended December 31, 2023. Selling expense from our continuing operations was $22 and $146 for the years ended December 31, 2023 and 2022, respectively, a decrease of $124 or 84.86%.
The ratio of operating expenses as a percentage of revenue decrease from 367.39% for the year ended December 31, 2024 to 145.37% for the year ended December 31, 2025. Selling expense from our continuing operations was $49,583 and $0 for the years ended December 31, 2025, and 2024, respectively, an increase of $49,583 or 100%.
Although we resumed our operations in May 2020 factors including the Covid-19 pandemic, the increase in cost of raw materials required for production; accepting less orders in an attempt to avoid unprofitable orders and customers; and decreased demand for sales of petfood, led to a decrease in our petfood revenue from $0.02 million in 2022 and to $0 million in 2023.
Although we resumed operations in May 2020, factors including the COVID-19 pandemic, rising production raw material costs, reduced order intake to avoid unprofitable orders and customers, and decreased demand for pet food products led to a significant decline in our pet food sales revenue.

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Item 6. [Reserved]

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

33 edited+3 added−2 removed43 unchanged
The Board membership is divided into three classes, Class A, B and C, respectively, as nearly equal in number as the total number of directors permits. Class A directors will face re-election at our next annual meeting of shareholders and every three years thereafter.
The Board membership is divided into three classes, Class A, B and C, respectively, as nearly equal in number as the total number of directors permits. Class C directors will face re-election at our next annual meeting of shareholders and every three years thereafter.
A director may vote, attend a board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is interested.
A director may vote, attend a board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is interested.
A director must promptly disclose the interest to all other directors after becoming aware of the fact that he or she is interested in a transaction we have entered into or are to enter into.
A director must promptly disclose the interest to all other directors after becoming aware of the fact that he or she is interested in a transaction we have entered into or are to enter into.
A general notice or disclosure to the board or otherwise contained in the minutes of a meeting or a written resolution of the board or any committee of the board that a director is a shareholder, director, officer or trustee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company will be sufficient disclosure, and, after such general notice, it will not be necessary to give special notice relating to any particular transaction.
A general notice or disclosure to the board or otherwise contained in the minutes of a meeting or a written resolution of the board or any committee of the board that a director is a shareholder, director, officer or trustee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company will be sufficient disclosure, and, after such general notice, it will not be necessary to give special notice relating to any particular transaction.
The directors may receive such remuneration as our board of directors may determine from time to time.
The directors may receive such remuneration as our board of directors may determine from time to time.
Each director is entitled to be repaid or prepaid for all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings of our board of directors or committees of our board of directors or shareholder meetings or otherwise in connection with the discharge of his or her duties as a director.
Each director is entitled to be repaid or prepaid for all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings of our board of directors or committees of our board of directors or shareholder meetings or otherwise in connection with the discharge of his or her duties as a director.
The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors.
The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors.
Our board of directors may exercise all the powers of the company to borrow money and to mortgage or charge our undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third party.
Our board of directors may exercise all the powers of the company to borrow money and to mortgage or charge our undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third party.
The functions and powers of our board of directors include, among others: ● appointing officers and determining the term of office of the officers; ● authorizing the payment of donations to religious, charitable, public or other bodies, clubs, funds or associations as deemed advisable; 69 ● exercising the borrowing powers of the company and mortgaging the property of the company; ● executing checks, promissory notes and other negotiable instruments on behalf of the company; and maintaining or registering a register of mortgages, charges or other encumbrances of the company.
The functions and powers of our board of directors include, among others: ● appointing officers and determining the term of office of the officers; ● authorizing the payment of donations to religious, charitable, public or other bodies, clubs, funds or associations as deemed advisable; 72 ● exercising the borrowing powers of the company and mortgaging the property of the company; ● executing checks, promissory notes and other negotiable instruments on behalf of the company; and maintaining or registering a register of mortgages, charges or other encumbrances of the company.
Employment Agreements Employment agreement with Dandan Liu, CEO On August 1, 2022, TDH Holdings, Inc. renewed the employment agreement with Dandan Liu to serve in the role of Chief Executive Officer for the initial period of 3 years (commencing as of August 1, 2022 and terminating on July 31, 2025), which term may be automatically renewed for another 3 years unless either party to the agreement terminates the agreement at least 60 days prior to the expiration of the term.
Employment Agreements Employment agreement with Dandan Liu, CEO On August 1, 2025, TDH Holdings, Inc. renewed the employment agreement with Dandan Liu to serve in the role of Chief Executive Officer for the initial period of 3 years (commencing as of August 1, 2025 and terminating on July 31, 2028), which term may be automatically renewed for another 3 years unless either party to the agreement terminates the agreement at least 60 days prior to the expiration of the term.
As a smaller reporting company with a small board of directors, we believe it is appropriate to have the involvement and input of all of our directors in risk oversight matters. 67 Director Independence Our board has reviewed the independence of our directors, applying the NASDAQ independence standards.
As a smaller reporting company with a small board of directors, we believe it is appropriate to have the involvement and input of all of our directors in risk oversight matters. 70 Director Independence Our board has reviewed the independence of our directors, applying the NASDAQ independence standards.
Class B directors will face re-election at our second annual meeting of shareholders and every three years thereafter. Class C directors will face re-election at our third annual meeting of shareholders and every three years thereafter. Except as noted above, there are no family relationships between any of our executive officers and directors.
Class A directors will face re-election at our second annual meeting of shareholders and every three years thereafter. Class B directors will face re-election at our third annual meeting of shareholders and every three years thereafter. Except as noted above, there are no family relationships between any of our executive officers and directors.
Director Compensation Directors are entitled to receive compensation for their actual travel expenses for each Board meeting attended. We paid $10,000 compensation to each of our directors during each of the years ended December 31, 2024 and 2023.
Director Compensation Directors are entitled to receive compensation for their actual travel expenses for each Board meeting attended. We paid $10,000 compensation to each of our directors during each of the years ended December 31, 2025 and 2024.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors or officers under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable as a matter of United States law. 66 Retirement Benefits As of December 31, 2024, we have contributed to the government-mandated employee welfare and retirement benefit plan and provided pension, retirement or similar benefits to its employees.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors or officers under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable as a matter of United States law. 69 Retirement Benefits As of December 31, 2025, we have contributed to the government-mandated employee welfare and retirement benefit plan and provided pension, retirement or similar benefits to its employees.
In addition, our board has determined that Lei Wang qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K and meets the financial sophistication requirements of the NASDAQ rules. 68 Compensation Committee The Compensation Committee will be responsible for, among other matters: ● reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors; ● reviewing key employee compensation goals, policies, plans and programs; ● administering incentive and equity-based compensation; ● reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and ● appointing and overseeing any compensation consultants or advisors.
In addition, our board has determined that Owens Meng qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K and meets the financial sophistication requirements of the NASDAQ rules. 71 Compensation Committee The Compensation Committee will be responsible for, among other matters: ● reviewing and approving, or recommending to the board of directors to approve the compensation of our CEO and other executive officers and directors; ● reviewing key employee compensation goals, policies, plans and programs; ● administering incentive and equity-based compensation; ● reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and ● appointing and overseeing any compensation consultants or advisors.
Under the terms of this agreement, Ms. Liu’s annual salary is USD 120,000 payable in 12 equal monthly installments until July 31, 2025. Ms.
Under the terms of this agreement, Ms. Liu’s annual salary is USD 120,000 payable in 12 equal monthly installments until July 31, 2028. Ms.
Nominating Committee The Nominating Committee will be responsible for, among other matters: ● selecting or recommending for selection candidates for directorships; ● evaluating the independence of directors and director nominees; ● reviewing and making recommendations regarding the structure and composition of our board and the board committees; ● developing and recommending to the board corporate governance principles and practices; ● reviewing and monitoring the Company’s Code of Business Conduct and Ethics; and ● overseeing the evaluation of the Company’s management Our Nominating Committee consists of Caifen Zou, Qiu Li, and Owens Meng, with Caifen Zou serving as chair of the Nominating Committee.
Nominating Committee The Nominating Committee will be responsible for, among other matters: ● selecting or recommending for selection candidates for directorships; ● evaluating the independence of directors and director nominees; ● reviewing and making recommendations regarding the structure and composition of our board and the board committees; ● developing and recommending to the board corporate governance principles and practices; ● reviewing and monitoring the Company’s Code of Business Conduct and Ethics; and ● overseeing the evaluation of the Company’s management Our Nominating Committee currently consists of Caifen Zou, Xu Luo and Owens Meng, with Caifen Zou serving as chair of the Nominating Committee.
Based on this review, the board determined that each of Caifen Zou, Qiu Li, and Owens Meng are “independent” within the meaning of the NASDAQ rules. In making this determination, our board considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board deemed relevant in determining their independence.
Based on this review, the board determined that each of Caifen Zou, Xu Luo, and Owens Meng are “independent” within the meaning of the NASDAQ rules. In making this determination, our board considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board deemed relevant in determining their independence.
Our Audit Committee consists of Caifen Zou, Qiu Li, and Owens Meng, with Owens Meng serving as chair of the Audit Committee. Our board has affirmatively determined that each of the members of the Audit Committee meets the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 of the Exchange Act and NASDAQ rules.
Our Audit Committee currently consists of Caifen Zou, Xu Luoand Owens Meng, with Owens Meng serving as chair of the Audit Committee. Our board has affirmatively determined that each of the members of the Audit Committee meets the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 of the Exchange Act and NASDAQ rules.
Our Compensation Committee consists of Caifen Zou, Qiu Li, and Owens Meng, with Qiu Li serving as chair of the Compensation Committee. Our board has affirmatively determined that each of the members of the Compensation Committee meets the definition of “independent director” for purposes of serving on Compensation Committee under NASDAQ rules.
Our Compensation Committee currently consists of Caifen Zou, Xu Luo and Owens Meng, with Xu Luo serving as chair of the Compensation Committee. Our board has affirmatively determined that each of the members of the Compensation Committee meets the definition of “independent director” for purposes of serving on Compensation Committee under NASDAQ rules.
Zou received her Associate’s degree in Administration Management from Shandong Normal University, and held Intermediate Accountant Qualification Certificate and Intermediate Economist Qualification Certificate in China. The Board of Directors determined that Ms. Zou should serve as our director based on her experience and expertise in accounting, management and internal controls. 64 Owens Meng is an independent director.
Zou received her Associate’s degree in Administration Management from Shandong Normal University, and held Intermediate Accountant Qualification Certificate and Intermediate Economist Qualification Certificate in China. The Board of Directors determined that Ms. Zou should serve as our director based on her experience and expertise in accounting, management and internal controls. Xu Luo is an independent director of the company. Mr.
Zhang worked as Audit Manager for Beijing Xinghua Certified Public Accountants Firm (Partnership). From June 2006 to February 2015, Mr. Zhang worked as Accounting Manager for Boda Instrument Group Co., Ltd. Mr. Zhang is a Certified Public Accountant and received his bachelor degree in Assets Appraisal from Hebei Agricultural University. Qiu Li is an independent director of the company. Ms.
Zhang worked as Audit Manager for Beijing Xinghua Certified Public Accountants Firm (Partnership). From June 2006 to February 2015, Mr. Zhang worked as Accounting Manager for Boda Instrument Group Co., Ltd. Mr. Zhang is a Certified Public Accountant and received his bachelor degree in Assets Appraisal from Hebei Agricultural University.
We consider our relations with our employees to be good. 2022 2023 2024 Number of Employees 51 56 17 E. Share Ownership See Item 7 below. 70
We consider our relations with our employees to be good. 2023 2024 2025 Number of Employees 56 17 12 E. Share Ownership See Item 7 below. 73
A director is not required to hold shares as a qualification to office. 65 B. Compensation The following table shows the annual compensation paid by us for the years ended December 31, 2024 and 2023 to our principal executive officers.
A director is not required to hold shares as a qualification to office. 68 B. Compensation The following table shows the annual compensation earned for the years ended December 31, 2025 and 2024 to our principal executive officers.
Directors and senior management The following table sets forth our executive officers and directors, their ages and the positions held by them as of April 21, 2025: Name Age Position Dandan Liu 37 Chief Executive Officer, Class A Director Feng Zhang 42 Chief Financial Officer, Class A Director Caifen Zou (1) (2) (3) 60 Class B Director, independent Qiu Li (1) (2) (3) 64 Class B Director, independent Owens Meng (1) (2) (3) 47 Class C Director, independent (1) Member of the Audit Committee.
Directors and senior management The following table sets forth our executive officers and directors, their ages and the positions held by them as of April 21, 2025: Name Age Position Dandan Liu 38 Chief Executive Officer, Class A Director Feng Zhang 43 Chief Financial Officer, Class A Director Caifen Zou (1) (2) (3) 61 Class B Director, independent Xu Luo (1) (2) (3) 34 Class B Director, independent Owens Meng (1) (2) (3) 48 Class C Director, independent (1) Member of the Audit Committee.
(2) Includes bonuses of $1,963,457 for the years 2019 to 2022. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more officers serving as a member of our board of directors.
Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more officers serving as a member of our board of directors.
In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached.
Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached.
Zou has served in a number of senior executive roles within CITIC Bank Weihai Branch, including senior manager of Personal Credit Department, general manager of Retail Banking Department, and deputy section chief of Accounting Department, etc. Ms.
Caifen Zou has served as Senior Advisor of Shandong Renhe Guarantee Company since August 2019. From December 1993 to July 2019, Ms. Zou has served in a number of senior executive roles within CITIC Bank Weihai Branch, including senior manager of Personal Credit Department, general manager of Retail Banking Department, and deputy section chief of Accounting Department, etc. Ms.
Since September 2013, Owens Meng has been the managing director of Beijing Songlin Xinya Financial Consultants, Ltd. From November 2007 to September 2013, he served as chief representative of Sherb Consulting LLC Beijing Representative Office, and managing director of Sherb & Co, LLP, a mid-sized accounting firm which has audited more than 25 China-based, US publicly traded companies.
From November 2007 to September 2013, he served as chief representative of Sherb Consulting LLC Beijing Representative Office, and managing director of Sherb & Co, LLP, a mid-sized accounting firm which has audited more than 25 China-based, US publicly traded companies. From July 2003 to October 2007, Mr. Meng worked as an audit manager for Grant Thornton Beijing. Mr.
Name and principal position Year Salary ($) Bonus ($) Total Paid ($) Dandan Liu 2024 120,000 (1) - 120,000 CEO and director 2023 95,000 (1) 1,998,457 (2) 2,093,457 Feng Zhang 2024 58,000 (1) - 58,000 CFO 2023 58,000 (1) - 58,000 (1) Includes $10,000 received as compensation for serving as a director.
Name and principal position Year Salary ($) Bonus ($) Total Paid ($) Dandan Liu 2025 130,000 (1) 300,000 430,000 CEO and director 2024 130,000 (1) 235,070 365,070 Feng Zhang 2025 58,000 (1) - 58,000 CFO 2024 58,000 (1) - 58,000 (1) Includes $10,000 received as compensation for serving as a director.
From July 2003 to October 2007, Mr. Meng worked as an audit manager for Grant Thornton Beijing. Mr. Meng received his CPA permit from the state of Delaware, and is a member of China Institute of Certified Public Accountants (CICPA), and a Certified Internal Auditor of the Institute of Internal Auditors. Mr.
Meng received his CPA permit from the state of Delaware, and is a member of China Institute of Certified Public Accountants (CICPA), and a Certified Internal Auditor of the Institute of Internal Auditors. Mr. Meng holds a Bachelor’s degree in accounting and economics from Beijing Technology and Business University. Mr.
Under British Virgin Islands law, our directors have a duty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances.
Meng was nominated as a director because of his experience in auditing, US GAAP and compliance issues. Under British Virgin Islands law, our directors have a duty to act honestly, in good faith and with a view to our best interests.
Meng holds a Bachelor’s degree in accounting and economics from Beijing Technology and Business University. Mr. Meng has served as an independent director of China Customer Relations Centers, Inc. (Nasdaq: CCRC) since September 2014. Mr. Meng was nominated as a director because of his experience in auditing, US GAAP and compliance issues.
Meng had served as an independent director of China Customer Relations Centers, Inc. (Nasdaq: CCRC) from September 2014 to July 2021, and has served as an independent non-executive director of YuanShengTai Dairy Farm Limited, a company listed on HongKong Stock Exchange (HKEx: 1431) since September 2018. Mr.
Removed
Li has been Senior Consultant of Hangzhou Guohan Financial Holding Co., Ltd. since November 2015. Between March 2010 and October 2015, Ms. Li was director of audit of Hengfeng Bank Hangzhou Branch. Between November 1987 and March 2010, Ms. Li held several managerial positions at Hengfeng Bank headquarter. Ms. Li is a China Certified Public Accountants (CPA). Ms.
Added
Luo has held various positions with Beijing Jingdong Lianhang Real Estate Consultants Co., Ltd since 2012 progressing from Marketing Specialist to General Manager. He currently is the General Manager, where he is responsible for the overall management and operations of the company, which position he has held since April 2023.
Removed
Li holds a Bachelor’s degree in Management from Shandong Cadres Correspondence University. The Board of Directors determined that Ms. Li should serve as our director based on her experience in business and accounting matters. Caifen Zou has served as Senior Advisor of Shandong Renhe Guarantee Company since August 2019. From December 1993 to July 2019, Ms.
Added
From August 2021 through March 2023, he was the General Manager of the business division. From April 2015 through July 2021, he served as the regional director. From September 2012 to March 2015, he was a marketing specialist. The Board of Directors determined that Mr.
Added
Luo should serve as our director based on his experience in business management and real estate matters. 67 Owens Meng is an independent director. Since September 2013, Owens Meng has been an audit partner of an accounting firm registered with PCAOB in the United States.

Item 7. Management's Discussion & Analysis

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

7 edited+1 added−5 removed5 unchanged
Related Party Transactions The related parties with whom the Company had transactions for the years ended December 31, 2024, 2023 and 2022 consist of the following: Name of Related Party Nature of Relationship at December 31, 2024 Dandan Liu Chairman of the Board, Shareholder, Chief Executive Officer (“CEO”) Feng Zhang Chief Financial Officer (“CFO”) 71 Name of Related Party Nature of Relationship at December 31, 2021 Caifen Zou Independent director of TDH Holding, Inc.
Related Party Transactions The related parties with whom the Company had transactions for the years ended December 31, 2025, 2024 and 2023 consist of the following: Name of Related Party Nature of Relationship at December 31, 2025 Dandan Liu Chairman of the Board, Shareholder, Chief Executive Officer (“CEO”) Feng Zhang Chief Financial Officer (“CFO”) 74 Name of Related Party Nature of Relationship at December 31, 2025 Caifen Zou Independent director of TDH Holding, Inc.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major shareholders The following table sets forth, as of April 21, 2025 certain information regarding beneficial ownership of our shares by each person who is known by us to beneficially own more than 5% of our shares.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major shareholders The following table sets forth, as of April 17, 2026 certain information regarding beneficial ownership of our shares by each person who is known by us to beneficially own more than 5% of our shares, if any.
Due to related parties from continuing operations Due to related parties consisted of the following: December 31, December 31, 2024 2023 Dandan Liu 200,318 1,963,794 Total $ 200,318 1,963,794 The balance of due to related parties represents expenses paid by related parties on behalf of the Company as well as advances the Company obtained from related parties for working capital purposes.
Due to related parties from continuing operations Due to related parties consisted of the following: December 31, December 31, 2025 2024 Dandan Liu 300,000 200,318 Total $ 300,000 200,318 The balance of due to related parties represents expenses paid by related parties on behalf of the Company as well as advances the Company obtained from related parties for working capital purposes.
The amounts owed to the related parties are unsecured, non-interest bearing and payable on demand.
The amounts owed to the related parties are unsecured, non-interest bearing and payable on demand. C. Interests of Experts and Counsel Not required. 75
Qiu Li Independent director of TDH Holding, Inc. Owens Meng Independent director of TDH Holding, Inc. Xue Jiang The Executive Director and Manager of QD Pet Food The Executive Director and Manager of QD Food Sales Shanghai Yuanhong Health Management Consulting Co., Ltd.
Xu Luo Independent director of TDH Holding, Inc. Owens Meng Independent director of TDH Holding, Inc. Xue Jiang The Executive Director and Manager of QD Pet Food The Executive Director and Manager of QD Food Sales Kai Wang The Executive Director and Manager of Beijing Jingshi Space Commercial Management Co., Ltd.
Fan Wu The Executive Director and Manager of Beijing Ruihe Commercial Management Co., Ltd.; The Executive Director and Manager of Beijing Ruihe Space Commercial Management Co., Ltd.
Fan Wu The Executive Director and Manager of Beijing Ruihe Commercial Management Co., Ltd.; The Executive Director and Manager of Beijing Ruihe Space Commercial Management Co., Ltd. Pan Zhang The Manager of Beijing Jingshi Xiaowan Hu Supervisor of Beijing Wenxin Information Consulting Co., Ltd. Yang Liu Supervisor of Qingdao Chihong Information Consulting Co., Ltd.
Name of Beneficial Owner Shares Owned Percentage Dandan Liu 1,354,697 13.1 % Feng Zhang — — Caifen Zou (1) — — Qiu Li (1) — — Owens Meng (1) — — Directors & executive officers as a group (5 persons) 1,354,697 13.1 % Xiumei Lan 620,000 6.0 % Liping Gao 640,000 6.2 % Yanli Xu 580,000 5.6 % 5% or Greater Shareholders as a group (2 persons) 1,840,000 17.8 % (1) Independent director.
Name of Beneficial Owner Shares Owned Percentage Dandan Liu 2,099,697 20.3 % Feng Zhang — — Caifen Zou (1) — — Xu Luo (1) — — Owens Meng (1) — — Directors & executive officers as a group (5 persons) 2,099,697 20.3 % (1) Independent director. B.
Removed
Xue Jiang serves as the Executive Director and holds 100% of the shares; Long He serves as the Supervisor. Yulan Li The Executive Director and Manager of Beijing Jingshi Commercial Management Co., Ltd., holding 40% of the shares Kai Wang The Executive Director and Manager of Beijing Jingshi Space Commercial Management Co., Ltd.
Added
Yang Yang Supervisor of Beijing Jingshi Space Business Management Co., Ltd. Dayou Zhang Supervisor of Beijing Ruihe Commercial Management Co., Ltd.
Removed
Short term loans from related parties In March 2018, TDH Group BVBA borrowed non-interest bearing, unsecured long term loans from Rongfeng Cui in the aggregate amount of €250,000 (approximately $288,000), of which payments of €60,000 (approximately $69,000), €60,000 (approximately $69,000), €60,000 (approximately $69,000), €60,000 (approximately $69,000), €10,000 (approximately $11,500) and $0 were due in the years ended December 31, 2019, 2020, 2021, 2022, 2023 and thereafter, respectively.
Removed
The Company did not make any repayment to Rongfeng Cui during the years ended December 31, 2024, 2023 and 2022, such failure to pay may lead to callable of the loan at any time by Rongfeng Cui.
Removed
As a result, the corresponding loan was classified as current liability and included in short term loans – related parties as of December 31, 2024 and 2023. The Company is aware of the possible penalty and/or other consequence due to the default, however, no reasonable estimate can be made at this time.
Removed
The interest expenses for the loans from related parties amounted to $0, $0 and $29,581 for the years ended December 31, 2024, 2023 and 2022, respectively. C. Interests of Experts and Counsel Not required. 72

Other PETZ 10-K year-over-year comparisons