K-TECH SOLUTIONS CO LTD

KTech was incorporated in the BVI on December 2, 2024 and is a holding company with no material operations. Prior to the incorporation of the Company, our principal operations were carried out through KMT. KMT was wholly owned by our Controlling Shareholders being Mr. Kwok Yiu Fai, Mr. Kwok Yiu Keung and Mr. Kwok Yiu Wah. On December 2, 2024, K-Tech Solutions Company Limited was incorporated under the laws of the BVI, and was authorized to issue a maximum of 500,000,000 ordinary shares of a single class with par value of US$0.0001 per share. A total of 30,000 ordinary shares were issued and allotted to Mr. Kwok Yiu Fai, Mr. Kwok Yiu Keung and Mr. Kwok Yiu Wah. On December 20, 2024, as part of the reorganization in contemplation of the IPO, we completed a share swap transaction, pursuant to which KTech acquired all the issued shares of KMT from Mr. Kwok Yiu Fai, Mr. Kwok Yiu Keung and Mr. Kwok Yiu Wah by way of allotting and issuing an aggregate of 19,470,000 ordinary shares to them. As of the date of this Annual Report, KMT, our Hong Kong operating subsidiary, are wholly-owned, directly by the Company. As a result, the Company total issued 19,500,000 ordinary shares to them. On December 30, 2024, our Controlling Shareholders sold a total of 3,000,000 ordinary shares to five corporations, all of whom have no affiliation with us. On May 15, 2025, the Company passed a written resolution to re-designate and re-classify its existing authorized ordinary shares.