Timwood Holdings: DRS filing (amended)

Cover page 28 changes

Draft registration statement as confidentially

statement as confidentially submitted to the U.S. Securities and Exchange Commission on November 5, December 23, 2025.

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Our Company is a Cayman Islands holding

company with no operations of its own. We are not a mainland Chinese operating company. We conduct our operation in Hong Kong through our Operating Subsidiary, Timwood Asia Logistics Limited. Investors are cautioned that you are not buying shares of a Hong Kong-based operating company but instead are buying shares of a Cayman Islands holding company with operations conducted by our Operating Subsidiary in Hong Kong. The Ordinary Shares offered in this Offering are shares of our Company, the Cayman Islands holding company, instead of shares of our Operating Subsidiary. Investors in this Offering will not directly hold equity interests in our Operating Subsidiary.

In this prospectus, unless the context requires otherwise, references to "we", "us", "our Company",

"our" or "the Company" refers to Timwood Holdings Limited, an exempted company with limited liability incorporated under the laws of Cayman Islands, and in the context of describing its operation and business, together with our Operating Subsidiary,

Timwood Asia Logistics Limited.

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We do not have any operations in mainland China

There are legal and operational risks associated

with being based in and having all our operations in Hong Kong. We do not have any operations in mainland China and currently do not have or intend to have any operating subsidiary established in mainland China or any contractual arrangement to establish a variable interest entity ("VIE") structure with any entity in mainland China, but because all of our operations are conducted in Hong Kong through our wholly-owned Operating Subsidiary, and Hong Kong is a Special Administrative Region of China, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares.

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We may be subject to unique risks due to uncertainty

Because of our corporate structure, we as

well as our investors are subject to unique risks due to uncertainty of the interpretation and the application of the PRC laws and regulations.

of the interpretation and the application of the PRC laws and regulations. We are also subject to the risks of uncertainty about any future actions of the Chinese government or authorities in Hong Kong in this regard. Should the Chinese government choose to exercise significant oversight and discretion over the conduct of our business, they may intervene in or influence our operations. Such governmental actions:

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of its own. We conduct our operation in Hong Kong through our Operating Subsidiary, Timwood Asia Logistics Limited. Rightime Action Limited is an intermediate holding company incorporated in the British Virgin Islands with no operations. Our Operating Subsidiary Timwood Asia

Logistics Limited had declared an interim dividend of US$89,522 during the year ended June 30, 2024 to shareholders Mr. Chi Wai LAM and

Mr, Man Hon NG, being shareholders prior to our reorganization. Subsequent to the fiscal year ended June 30, 2025, our Operating Subsidiary

Timwood Asia Logistics Limited further declared an interim dividend of HK$8,000,000 to shareholders Mr. Chi Wai LAM and Mr, Man Hon NG.

Save for the above, during the fiscal year ended June 30 , 2025 and 2024 and to date, no transfers, dividends or distributions have been made to date between our Company, subsidiaries or to investors. Cash may be transferred through our organization in the following manner:

(i) funds are transferred to our Hong Kong Operating Subsidiary from our Company through Rightime Action Limited, our British Virgin

Islands intermediate holding company in the form of its own. We conduct capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by our operation in Hong Kong through our Operating Subsidiary Timwood Asia Logistics to our Company through Rightime Action Limited. Our Company relies on dividends or payments to be paid by our Operating Subsidiary to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses.

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We do not have any present plan to declare

or pay any dividends on our Ordinary Shares in the foreseeable future. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.

Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

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beginning on page 103. 104.

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discount and [ ]% non-accountable expenses, payable to the underwriters. For a description of other terms of compensation to be received by the underwriter, see "Underwriting" beginning on page 103. 104.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

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Prospectus summary 18 changes

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In 2024, HKIA handled 4.9 million tons of cargo,

cargo, up 14.0% year-on-year (YoY). The Hong Kong freight and logistics market, valued at US$17.0 estimated to be US$22.37 billion in 2025, is projected to grow at a compound annual growth rate (CAGR) of 5.9% 4.03% through 2030, reaching US$23.5 US$27.25 billion, fueled by e-commerce, pharmaceuticals, and the full operationalization of the Three Runway System (3RS) 1 in late 2024. Year-to-date 2025 On a 12-mnth rolling basis, cargo throughput stands at 4.0 million tons through August (up 5.0% grew by 4.1% year-on-year (YoY) with forecasts for 8.0 million tons annually, scaling to 10 5.02 million tons. by 2035 amid Greater Bay Area (GBA) integration. Challenges include U.S. tariffs, e-commerce volume softness, and regional competition, but opportunities in sustainability and digitalization promise resilience.

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(1) As of the date of this prospectus, there are five (5) shareholders on record which are not controlled by our directors and executive officers and have shareholding less than 5% Transfers of Cash to and from our Subsidiaries Our Company is a holding company with no operations of its own. We conduct our operation in Hong Kong through our Operating Subsidiary, Timwood Asia Logistics Limited. Rightime Action Limited is an intermediate holding company incorporated in the Briish Virgin Islands with no operations. Subsequent to the fiscal year ended June 30, 2025, our Operating Subsidiary Timwood Asia Logistics Limited declared an interim dividend of total HK$8,000,000 to ordinary shareholders Mr. Chi Wai LAM and Mr, Man Hon NG, its shareholders before our reorganization. Our Company had also declared an interim dividend of US$89,522 to shareholders. Save for the above, during the fiscal year ended June 30 , 2025 and 2024 and to date, no transfers, dividends or distributions have been made to date between our Company, subsidiaries or to investors. Cash may be transferred through our organization in the following manner: (i) funds are transferred to our Hong Kong Operating Subsidiary from our Company through Rightime Action Limited, our British Virgin Islands intermediate holding company in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by our Hong Kong Operating Subsidiary to our Company through Rightime Action Limited. Payments of dividends and capital in respect of securities of our Company will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporation tax. Subject to the "Passive Foreign Investment Company Rules," any cash distributions paid on our Ordinary Shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. investor as dividend income on the day actually or constructively received by the U.S. investor. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally be treated as a "dividend" for U.S. federal income tax purposes. See "Taxation - Material U.S. Federal Income Tax Considerations - Taxation of Dividends and Other Distributions on our Ordinary Shares" .

Our Company relies on dividends or payments to

(1) As of the date of this prospectus, there are five (5) shareholders on record which are not controlled by our directors and executive officers and have shareholding less than 5% Transfers of Cash to and from our Subsidiaries Our Company is a holding company with no operations of its own. We conduct our operation in Hong Kong through our Operating Subsidiary, Timwood Asia Logistics Limited. Our Company relies on dividends or payments to be paid by our Operating Subsidiary to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses.

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We do not have any present plan to declare

or pay any dividends on our Ordinary Shares in the foreseeable future. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.

Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. See " Risk Factors - Risks related to our Corporate Structure - We will in the future rely on dividends and other distributions on equity paid by our Operating Subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our Operating Subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business. In the future, funds or assets may not be available to fund operations or for other use outside of Hong Kong, due to the imposition of restrictions and limitations on, our ability or our subsidiary by the PRC government to transfer cash. " on page 18, and the audited consolidated financial statements and the accompanying footnotes beginning on F-2 of this prospectus, for more information.

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We do not have any present plan to declare or

pay any dividends on our Ordinary Shares in the foreseeable future. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.

Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. See " Risk Factors - Risks related to our Corporate Structure - We will in the future rely on dividends and other distributions on equity paid by our Operating Subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our Operating Subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business. In the future, funds or assets may not be available to fund operations or for other use outside of Hong Kong, due to the imposition of restrictions and limitations on, our ability or our subsidiary by the PRC government to transfer cash. " on page 18, and the audited consolidated financial statements and the accompanying footnotes beginning on F-2 of this prospectus, for more information.

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We do not have any operations in mainland China

There are legal and operational risks associated

with being based in and having all our operations in Hong Kong. We do not have any operations in mainland China and currently do not have or intend to have any operating subsidiary established in mainland China or any contractual arrangement to establish a variable interest entity ("VIE") structure with any entity in mainland China, but because all of our operations are conducted in Hong Kong through our wholly-owned Operating Subsidiary, and Hong Kong is a Special Administrative Region of China, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares.

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We may be are subject to unique risks due to uncertainty

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not have similar regulations as of the PRC to extend oversight and control over offerings that are conducted overseas. Hong Kong does not have similar regulation as of the Trial Measures and the Guidance Rules and Notice, and Measures for Cybersecurity Review of the PRC.

As of the date of this prospectus, Hong Kong does

does not have similar regulations as of the PRC to extend oversight and control over offerings that are conducted overseas. Hong Kong does not have similar regulation as of the Trial Measures and the Guidance Rules and Notice, and Measures for Cybersecurity Review of the PRC. Additionally, the legal and operational risks associated in mainland China may also apply to operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to a company such as our Operating Subsidiary and our Company, given the substantial operations of our Operating Subsidiary in Hong Kong and the Chinese government may exercise significant oversight over the conduct of business in Hong Kong. In the event we or our Operating Subsidiary were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Operating Subsidiary might be subject to fines, experienced evaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC or if applicable laws, regulations or interpretations change and we are required to obtain such permissions or approvals, (ii) we inadvertently conclude that relevant permissions or approvals were not required or (iii) we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of our securities to significantly decline or be worthless.

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Risk factors 14 changes

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Subsidiary in Hong Kong and currently do not have or intend to have any subsidiary or any contractual arrangement to establish a VIE structure with any entity in mainland China, we are still subject to certain legal and operational risks associated with our Operating Subsidiary, being based in Hong Kong and having all of its operations to date in Hong Kong. Additionally, the legal and operational risks associated in mainland China may also apply to operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to a company such as our Operating Subsidiary and our Company, given the substantial operations of our Operating Subsidiary in Hong Kong and the Chinese government may exercise significant oversight over the conduct of business in Hong Kong. In the event we or our Operating Subsidiary were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Operating Subsidiary might be subject to fines, experienced evaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. Our organizational structure involves risks to the investors, and Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our Operating Subsidiary's operations and/or a material change in the value of our Ordinary Shares, including the risk that such event could cause the value of such securities to significantly decline or become worthless. Moreover, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

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not have similar regulations as of the PRC to extend oversight and control over offerings that are conducted overseas. Hong Kong does not have similar regulation as of the Trial Measures and the Guidance Rules and Notice, and Measures for Cybersecurity Review of the PRC.

As of the date of this prospectus, Hong Kong does

does not have similar regulations as of the PRC to extend oversight and control over offerings that are conducted overseas. Hong Kong does not have similar regulation as of the Trial Measures and the Guidance Rules and Notice, and Measures for Cybersecurity Review of the PRC. Additionally, the legal and operational risks associated in mainland China may also apply to operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to a company such as our Operating Subsidiary and our Company, given the substantial operations of our Operating Subsidiary in Hong Kong and the Chinese government may exercise significant oversight over the conduct of business in Hong Kong. In the event we or our Operating Subsidiary were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Operating Subsidiary might be subject to fines, experienced evaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC or if applicable laws, regulations or interpretations change and we are required to obtain such permissions or approvals, (ii) we inadvertently conclude that relevant permissions or approvals were not required or (iii) we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of our securities to significantly decline or be worthless.

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A significant portion of our revenue was derived

A significant portion of our revenue was derived from a limited number of customers. The Airport Authority Hong Kong, a statutory body wholly-owned by the Hong Kong government, oversees the operation and development of the Hong Kong International Airport. Only a select group of airport terminal operators, authorized through tenders issued by the Airport Authority Hong Kong, are permitted to provide terminal and aviation services. Given this structure, the number of customers who contributed revenue to us was 4 three for the fiscal year ended June 30, 2025 and 5 four for the fiscal year ended June 30, 2024, accounting for 100.0% and 100.0% of our revenue in the corresponding periods, respectively. Our customers generally provide invitations for quotations to us and we do not enter into long-term agreements with our customers to provide a guaranteed number of workers. There is no assurance that we will continue to obtain contracts from our major customers in the future. If there is a significant decrease in the number of invitations from our major customers, and we are unable to secure suitable businesses of a comparable size and quantity as replacements from other customers, our financial condition and operating results would be materially and adversely affected.

There is no assurance that we will continue to obtain contracts from our major customers in the future. If there is a significant decrease in the number of invitations from our major customers, and we are unable to secure suitable businesses of a comparable size and quantity as replacements from other customers, our financial condition and operating results would be materially and adversely affected.

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company with limited accounting personnel and other resources to address our internal controls and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in connection with the audit of our consolidated financial statements for the fiscal years ended June 30, 2025 and 2024, we and our management assessed that there were no control deficiencies that constituted independent registered public accounting firm identified a few material weaknesses in our assessment of the effectiveness of internal control over financing reporting, except for the fact that there was a lack of sufficient competent financial reporting and accounting personnel with appropriate understanding PCAOB of U.S. GAAP and SEC rules and regulations to address complex technical accounting issues and SEC reporting requirements. the United States.

A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to (1) our lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; and (2) our lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures as well as adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned. We are in the process of making necessary changes and improvements to the overall design of our control environment to address this material weakness identified.

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We do not currently intend to rely on these

may exemptions. If we in the future rely on the "controlled company" exemption under the Nasdaq listing rules. If we elect to rely on the "controlled company" exemption, these exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of the Offering. Our status as a controlled company could cause our Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Please refer to the paragraph titled "Risk Factors - Our significant shareholder has considerable influence over our corporate matters."

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implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company's internal control over financial reporting. Prior to filing the registration statement of which this prospectus is a part, we were a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting.

To implement Section 404 of the Sarbanes-Oxley

Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company's internal control over financial reporting. Prior to filing the registration statement of which this prospectus is a part, we were a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Our independent registered public accounting firm did not conduct an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements as of June 30, 2025 and 2024, we and our independent registered public accounting firm identified a few material weaknesses in our internal control over financial reporting PCAOB of the United States, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to (1) our lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; and (2) our lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures as well as adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned.

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Industry overview 46 changes

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This industry overview reviews 2025 performance to date, analyzes trends through 2030, and forecasts growth, drawing on the Airport Authority Hong Kong's data and industry projections.

airfreight market, encompassing forwarding, handling, and third party logistics services, benefits from HKIA's hub status and global demand recovery. Valued at US$17.0 billion in 2025 (derived from overall freight logistics at US$22.37 billion, with air freight constituting approximately 76% of market size), it aligns with global air cargo CAGR of 5.92%. Projections reflect e-commerce and pharmaceutical growth, tempered by trade volatilities.

table below sets forth the projected market size of Hong Kong's air freight market from 2025 to 2030:

+5.1 (from 2024 est.)

table below sets forth the projected cargo throughput of HKIA from 2025 to 2030:

cargo (million tons)

HKIA's cargo throughput projection from 2025 to 2030.

In 2024, HKIA handled 4.9 million tons of

2024, HKIA handled 4.9 million tons of cargo, up 14.0% year-on-year (YoY) 1 . The Hong Kong freight and logistics market, valued at US$17.0 estimated to be US$22.37 billion in 2025, is projected to grow at a compound annual growth rate (CAGR) of 5.9% 4.03% through 2030, reaching US$23.5 US$27.25 billion, fueled by e-commerce, pharmaceuticals, and the full operationalization of the Three Runway System (3RS) 1 2 in late 2024 Year-to-date 2025 3 . On a 12-month rolling basis, cargo throughput stands at 4.0 million tons through August (up 5.0% grew by 4.1% year-on-year (YoY) with forecasts for 8.0 million tons annually, scaling to 10 5.02 million tons. by 2035 amid Greater Bay Area (GBA) integration. 4 Challenges include U.S. tariffs, e-commerce volume softness, and regional competition, but opportunities in sustainability and digitalization promise resilience.

Hong Kong's airfreight logistics industry

thrives on HKIA's strategic positioning, advanced infrastructure, and seamless customs via Electronic Data Interchange (EDI) 5 .

Kong's airfreight logistics industry thrives on HKIA's strategic positioning, advanced infrastructure, and seamless customs via Electronic Data Interchange (EDI) 2 . Handling high-value, time-sensitive shipments like electronics, perishables, and pharmaceuticals, the sector supports approximately 45% of Hong Kong's trade value. The 3RS, fully launched in November 2024, is expected to expand capacity by 30% to 10 million tons annually by the mid-2030s, enhancing GBA and Belt and Road Initiative (BRI) 3 6 synergies. This industry overview reviews 2025 performance to date, analyzes trends through 2030, and forecasts growth, drawing on the Airport Authority Hong Kong's data and industry projections. 7 and growth The airfreight market, encompassing forwarding, handling, and third party logistics services, benefits from HKIA's hub status and global demand recovery. Valued at US$22.37 billion, it aligns with global air cargo CAGR of 4.03%. Projections reflect e-commerce and pharmaceutical growth, tempered by trade volatilities. 8 table below sets forth the projected market size of Hong Kong's air freight market from 2025 to 2030:

Source: Based on Mordor Intelligence, a

market research firm that publishes reports on air cargo and aviation industries.

Based on Mordor Intelligence, a market research firm that publishes reports on air cargo and aviation industries, 1 https://www.hongkongairport.com/en/media-centre/press-release/2025/pr_1772 2 The global air freight market 3RS is expected to reach US$213.54 billion by 2030, with adjustments from Boeing's World Air Cargo Forecast (WACF) for Hong a major expansion of Hong Kong International Airport (HKIA) that adds a new third runway, reconfigures an existing one, and expands Terminal 2 to increase capacity, handle more passengers and cargo, and improve efficiency. Officially launched in November 2024, the 3RS will allow HKIA to handle up to 120 million passengers and 10 million tons of cargo annually, solidifying its role as a major international aviation hub.

3 https://www.mordorintelligence.com/industry-reports/hong-kong-freight-logistics-market-study 4 https://www.hongkongairport.com/en/media-centre/press-release/2025/pr_1831 5 Electronic Data Interchange (EDI) is the automated, computer-to-computer exchange of standard business documents, like purchase orders and invoices, between trading partners, eliminating manual processes and paper for increased efficiency, speed, and accuracy.

Belt and Road Initiative (BRI) is a global infrastructure and economic development strategy launched by the PRC government in 2013. It aims to invest in over 150 countries and international organizations through six overland economic corridors and the 21 st Century Maritime throughput HKIA's 2024 cargo throughput of 4.9 million tons marked a 14.0% rebound, driven by 20.2% export growth to North America, Europe, and the Middle East. 2025 Year-to-Date (Jan-Aug) cargo throughput reached 5.0 million tons (+5.0% YoY), with transshipments up 12.7% in May amid tariff frontloading. Projections incorporate the 3RS efficiencies and GBA demand, targeting 18 million tons regionally by 2030 (5.9% CAGR per the International Air Transport Association (IATA)). Silk Road.

7 https://www.jll.com/en-hk/insights/hkias-growth-to-elevate-hong-kongs-air-freight-sector 8 https://www.mordorintelligence.com/industry-reports/hong-kong-freight-logistics-market-study throughput HKIA's 2024 cargo throughput of 4.9 million tons marked a 14.0% rebound, with HKIA potentially handling an annual cargo throughput of 10 million tons by 2035. These projections are further supported by the airport's proven resilience as a crucial air cargo hub in the midst of the challenging pandemic lockdowns.

HKIA's Three Runway System (3RS), with 55

Three Runway System (3RS), with 55 cargo stands and terminals, supports Electronic Data Interchange (EDI) for pre-arrival clearance in partnership with key operators including Hong Kong Air Cargo Terminals Limited (HACTL) 4 9 , Asia Airfreight Terminal (AAT) 5 10 , and Cathay Pacific Services Limited (CPSL) 6 11 . The development of Greater Bay Area (GBA) extensions, notably HKIA's Dongguan Logistics Park 7 12 , slated for completion in 2025, facilitates seamless sea-air intermodal connectivity. In recognition of its operational excellence, HKIA was awarded 2025 Airport of the Year - Major Cargo Hub by Air Cargo Week 8 13 . Looking ahead, the HKIA aims to achieve a cargo handling capacity of 10 million tons by 2030, supported by the adoption of Sustainable Aviation Fuel (SAF) 9 14 and enhanced efficiency through the implementation of International Air Transport Association's (IATA) ONE Record's 10 15 standards.

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remains resilient with 10-15% growth in intra-Asia volumes despite transpacific softness. Global business-to-business e-commerce is expected to reach US$36 trillion by 2026.

Global business-to-business e-commerce is expected

to reach US$36 trillion by 2026. 16

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4 Hong Kong Air Cargo

Pharmaceutical and high-value cargo surge

and high-value cargo surged by 8% in the first half of 2025. It is driven by growing demand for cold-chain logistics and health supply chains.

It is expected that the airfreight logistics

is expected that the airfreight logistics industry will continue to be accelerated by sustainability initiatives, such as compliance with the European Union's Emissions Trading Systems (ETS) on carbon emissions by 2026 and the use of electrical ground support equipment to reduce carbon footprint. In particular, Cathay Pacific Services Limited (CPSL) targets to adopt 10% Sustainable Aviation Fuel (SAF) by 2030.

Air Cargo Terminals Limited (HACTL), with 3.5 million tons capacity, is the largest independent air cargo handler at HKIA.

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9 Sustainable Aviation

Dongguan Logistics Park connects HKIA with the manufacturing hub of the Greater Bay Area (GBA) in Dongguan. By setting up the logistics park in Dongguan and a new airside intermodal cargo pier at HKIA, the innovative transshipment model extends HKIA's cargo services further into the GBA.

Week is a leading publication of world cargo news for airfreight professionals.

Aviation Fuel (SAF) is a fossil-fuel alternative made from renewable and waste sources, such as used cooking oil and agricultural waste, that can reduce life-cycle carbon emissions by up to 80%.

is a standard for data sharing adopted by IATA and creates a single record view of the shipment. The standard defines a common data model for the data that is shared via standardized and secured web application programming interface.

The standard defines a common data model for the data that is shared via standardized and secured web application programming interface.

16 https://www.experro.com/blog/b2b-ecommerce-statistics/

It is expected that the airfreight logistics

is expected that the airfreight logistics industry will continue to be driven by digital transformation advances via Artificial Intelligence (AI), blockchain for supply chain visibility, wider adoption of electronic Air Waybills (e-AWB), and the implementation of IATA's integration is expected that the airfreight logistics industry will develop under regional integration through the Greater Bay Area (GBA), Regional Comprehensive Economic Partnership (RCEP) 11 17 , and Belt and Road Initiative (BRI) agreements that aim to reduce tariffs and boosts connectivity. With New facilities like HKIA's Dongguan Logistics Park which enhances sea-air intermodality, Asia-Pacific's air cargo CAGR is expected to be 5.8%. enhance sea-air intermodality.

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intensifies as Shenzhen and Guangzhou expand capacities (4.5M and 3.8M tons, respectively, by 2025), slightly eroding market share despite strong intra-Asia demand.

volatility manifests as global air cargo growth slowed from 3% YoY in the first half of 2025 to 1% in June, with e-commerce weakening on key routes. 18 Competition Competition intensifies as Shenzhen and Guangzhou expand capacities, slightly eroding market share despite strong intra-Asia demand.

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11 Regional Comprehensive

The Three-Runway System (3RS) in conjunction

Three-Runway System (3RS) in conjunction with the Greater Bay Area (GBA) integration is projected to unlock annual cargo capacity of 10 million tons. supported by sustained lane growth of approximately 6 to 10% in e-commerce and pharmaceutical cargo. The second half of 2025 forecasts A 4% increase in cargo throughput, reaching 8.0 million tons annually. A strategic focus on intra-Asia routes and diversification into high-value cargo segments is expected to provide resilience against market volatilities and strengthen Hong Kong's position as a regional air cargo hub. Through 2030, the airfreight logistics industry is projected to expand at a CAGR of approximately 5.9%, 4.03%, reaching a market value of US$23.5 US$27.25 billion. This growth will be driven by increased adoption of Sustainable Aviation Fuel (SAF), digitalization initiatives such as IATAT's One Record standard, and infrastructure developments tied to the Belt and Road Initiative. Furthermore, a strategic focus on intra-Asia routes and diversification into high-value cargo segments will enhance resilience against market volatilities.

Hong Kong's airfreight sector is demonstrating

Kong's airfreight sector is demonstrating remarkable adaptability, with cargo throughput projected to increase from 8.0 4.9 million tons in 2025 2024 to 10.2 million ton by 2030. This growth leverages the advanced infrastructure of HKIA, notably the operational Three-Runway System (3RS) since late 2024, which has significantly enhanced capacity and efficiency. Continued integration with the Greater Bay Area (GBA) and commitment to sustainability initiatives will further solidify Hong Kong's position as Asia's leading air cargo hub, effectively bridging global supply chains amid evolving market dynamics.

17 Regional Comprehensive Economic Partnership (RCEP) is a free trade agreement among the Asia-Pacific countries of Australia, Brunei, Cambodia, China, Indonesia, Japan, South Korea, Laos, Malaysia, Myanmar, New Zealand, the Philippines, Singapore, Thailand, and Vietnam 18 https://www.hongkongairport.com/en/media-centre/press-release/2025/pr_1831

Business 5 changes

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We offer services to customers from the aviation

We offer services to customers from the aviation industry in Hong Kong including airport terminal services providers and aviation services providers. The Airport Authority Hong Kong, a statutory body wholly-owned by the Hong Kong government, oversees the operation and development of the Hong Kong International Airport. Only a select group of airport terminal operators, authorized through tenders issued by the Airport Authority Hong Kong, are permitted to provide terminal and aviation services. Given this structure, the number of customers who contributed revenue to us was four for the fiscal year ended June 30, 2025 and five for the fiscal year ended June 30, 2024, accounting for 100.0% and 100.0% of our revenue in the corresponding periods, respectively.

Only a select group of airport terminal operators, authorized through tenders issued by the Airport Authority Hong Kong, are permitted to provide terminal and aviation services. Given this structure, the number of customers who contributed revenue to us was three for the fiscal year ended June 30, 2025 and four for the fiscal year ended June 30, 2024, accounting for 100.0% and 100.0% of our revenue in the corresponding periods, respectively.

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In 2024, HKIA handled 4.9 million tons of cargo,

cargo, up 14.0% year-on-year (YoY). The Hong Kong freight and logistics market, valued at US$17.0 estimated to be US$22.37 billion in 2025, is projected to grow at a compound annual growth rate (CAGR) of 5.9% 4.03% through 2030, reaching US$23.5 US$27.25 billion, fueled by e-commerce, pharmaceuticals, and the full operationalization of the Three Runway System (3RS) 1 in late 2024. Year-to-date 2025 On a 12-month rolling basis, cargo throughput stands at 4.0 million tons through August (up 5.0% grew by 4.1% year -on-year (YoY) with forecasts for 8.0 million tons annually, scaling to 10 5.02 million tons. by 2035 amid Greater Bay Area (GBA) integration. Challenges include U.S. tariffs, e-commerce volume softness, and regional competition, but opportunities in sustainability and digitalization promise resilience.

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Management 5 changes

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He has since 2005 joined Forward Transportation Company Limited, a logistics service company and a related party, as management trainee and subsequently as managing director to assist his family business. Hailing from a family with deep roots in transportation and air freight logistics, he represents the second generation of industry professionals, possessing substantial industry heritage and extensive management experience. He currently serves as the president of the Hong Kong Association of Air Cargo Truckers and holds advisory roles on several government councils, including the Hong Kong Logistics Development Council and the Air Cargo Security Task Force, where he is responsible for enhancing cross-border trade, promoting technology adoption and shaping policy frameworks that support industry competitiveness. He is a frequent contributor to infrastructure planning and e-logistics initiatives, and he plays a pivotal role in coordinating with aviation authorities to resolve operational challenges. His efforts have helped position Hong Kong as a leading logistics hub in the Greater Bay Area. He obtained a bachelor's degree in science (psychology) from the University of Birmingham in 2006.

He is a frequent contributor to infrastructure planning and e-logistics initiatives, and he plays a pivotal role in coordinating with aviation authorities to resolve operational challenges. His efforts have helped position Hong Kong as a leading logistics hub in the Greater Bay Area. He obtained a bachelor's degree in science (psychology) from the University of Birmingham in 2006.

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Ka Kin TAM is our Chief Financial Officer

Ka Kin TAM has since July 2022 been

our Chief Financial Officer and is responsible for overseeing and managing the accounting, financial and tax matters. With over 20 years of relevant experience in various industries, especially sourcing and supply chain, he is recognized for his leadership in accounting, human resource and administrative operation. From 2021 to 2022, he served as the financial controller in South China Holdings Company Limited (HKEX: 413.HK) in Nanjing & Tianjin offices mainly in charge of daily operation matters. From 2010 to 2013, he worked as a senior accountant in Groupe Casino's (Euronext: CO) Hong Kong office where he was responsible for supervising daily accounting operation. He obtained a master's degree in business administration from the University of Sunderland in 2021. He has been a qualified accountant of Institute of Public Accountants (IPA) Australia since 2017 and an international affiliate of Hong Kong Institute of Certified Public Accountants (HKICPA) since 2018.

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Related party transactions 14 changes

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Operational Charges : Our Group incurred recurring charges from a related party for parking fees, courier services, travel reimbursements, and insurance premiums. These costs were related to shared operational infrastructure and support services.

Technology Services : Timwood reimbursed a related party for Google Cloud G Suite subscriptions used for corporate email and collaboration tools. These charges were recorded annually and reflect our Group's use of shared digital platforms.

Management Fees : Our Group paid monthly management fees to Forward Transportation Company Limited and Hong Kong Secure Transportation Systems Limited, both of which share a related party common director, Mr. Chi Wai LAM (the "Common Director") with Timwood, for services rendered by key personnel, including finance, HR, IT, and administrative staff. These fees were consistently recorded across all three fiscal years.

Consultancy and Screening

Consultancy and Screening Services : Our Group engaged related entities Hong Kong Secure Transportation Systems Limited, Integrity Packing Materials Limited and Aircargo Security Screening Centre Limited, all of which share the Common Director with Timwood, for security screening consultancy and palletization material usage. These services supported compliance with airport cargo handling standards and operational efficiency.

Fund Transfers : Timwood made fund transfers to related parties Hong Kong Secure Transportation Systems Limited and Aircargo Security Screening Centre Limited, both of which share the Common Director with Timwood to settle intercompany obligations and service reimbursements. These transactions were non-interest-bearing and repayable on demand.

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Security Screening Centre Limited ("Aircargo") and Timwood share a common director who serves on the board of both companies.

Transportation Company Limited ("Forward Transportation") and Timwood share a the Common Director, who serves on the board of both companies. Forward Transportation Timwood provided cargo handling services to Timwood. Forward Transportation. As of June 30, 2025, the balance due from Forward Transportation amounted to $314,635, comprising accounts receivable, management fees payable, expenses paid or recharged on its behalf. and fund transfer.

Security Screening Centre Limited ("Aircargo") and Timwood share the Common Director who serves on the board of both companies. As of June 30, 2024, the balance of $276,620 consisted of a consultancy fee payable to Aircargo. During the year ended June 30, 2025, the balance has been fully settled.

Kong Secure Transportation Systems Limited ("HKSTS") and Timwood share a the Common Director who serves on the board of both companies. As of June 30, 2024, the balance of $58,910 represented a consultancy fee payable to HKSTS, net of a fund transferred from Timwood. This balance was fully settled during the year ended June 30, 2025.

Packing Materials Limited ("IPM") and Timwood share a the Common Director who serves on the board of both companies. As of June 30, 2024, the balance of $138,310 consisted of a consultancy fee payable to IPM. This balance was fully settled during the year ended June 30, 2025.

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Transportation Company Limited and Timwood have a share the Common Director who serves on the boards of both companies. Forward Transportation Timwood provided cargo handling services to Timwood, Forward Transportation Company Limited, generating revenue of $2,218,851, $2,706,797 and $3,113,035 for the years ended June 30, 2025, 2024 and 2023, respectively. In addition, Timwood paid management fees to Forward Transportation for services rendered by key personnels across finance, human resources, IT, and administrative functions. The management fees amounted to $23,107 in 2025, $23,020 in 2024 and (b) Hong Kong Secure Transportation Systems Limited and Timwood have a common director who serves on the boards of both companies. During the year ended June 30, 2024 and 2023, HKSTS provided consultancy services to Timwood in relation to cargo handling operations, with fees totaling $80,570 and $26,795 respectively. In addition, Timwood paid management fees to HKSTS for services rendered by key personnels across finance, human resources, IT, and administrative functions. The management fees amounted to $44,931 $22,967 in 2025. 2023.

Kong Secure Transportation Systems Limited and Timwood share the Common Director who serves on the boards of both companies. During the year ended June 30, 2024 and 2023, HKSTS provided consultancy services to Timwood in relation to cargo handling operations, with fees totaling $80,570 and $26,795 respectively. In addition, Timwood paid management fees to HKSTS for services rendered by key personnels across finance, human resources, IT, and administrative functions. The management fees amounted to $44,931 in 2025.

Packing Materials Limited and Timwood share a the Common Director who serves on the board of both companies. IPM provided consultancy services and packaging materials for cargo handling services to Timwood. During the years ended June 30, 2025, 2024 and 2023, the consultancy fees and packaging supplies expenses amounted to $5,199, $103,589 and $34,451 respectively.

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Enforcement of civil liabilities 4 changes

We are incorporated under the laws of the Cayman

Cayman Islands. Service of process upon us and upon our directors and officers, many of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers may be difficult to collect within the United States. Our directors and officers who reside outside of the United States include Mr. Ngar Tat Eddie CHEUNG, Chairman of our Board, Mr. Chi Wai LAM, our Chief Executive Officer, Mr. Kam Fai CHEUNG, our Director, Mr. Kam Shun CHAU, our Director and Mr. Ka Kin TAM, our Chief Executive Officer.

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Also, our principal executive offices and substantially

substantially all of our assets are located in Hong Kong. In addition, most of our directors and officers, namely Mr. Ngar Tat Eddie CHEUNG, Mr. Chi Wai LAM, Mr. Kam Fai CHEUNG and Mr. Ka Kin TAM, are nationals or residents of Hong Kong and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

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Where you can find more information 2 changes

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FINANCIAL STATEMENTS

THE YEARS ENDED 30 JUNE 2025 AND 2024

Undertakings 2 changes

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(Principal executive officer)

(Principal executive officer)

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