Timwood Holdings: DRS filing (amended)

Cover page 8 changes

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submitted to the U.S. Securities and Exchange Commission on February 11, March 4, 2026.

This draft registration statement has not been

has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential

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2206-19 Jardine House

1 Connaught Place Central

Hong Man Herman, Lee Esq.

10100 Santa Monic Boulevard

Los Angeles, CA 90067

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The offering 1 change

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We have granted the underwriters an option to purchase up to 15 additional 15% of the total number of our Ordinary Shares from us within 45 days of the date of the closing of this Offering.

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Description of share capital and memorandum and articles of association 3 changes

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of compulsory acquisition that may facilitate the "squeeze out" of dissentient minority shareholders upon a takeover offer.

The Companies Act also contains a statutory power

power of compulsory acquisition that may facilitate the "squeeze out" of dissentient minority shareholders upon a takeover offer. When a takeover offer is made and accepted by holders of not less than 90.0% in value of the shares within four months after the making of offeror which the offer has been made, the offeror may, within a two-month period commencing on after the expiration of such four month period, approval by the said holders, give notice to require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands by a dissenting shareholder within one month from the date on which the notice was given, but this is unlikely to succeed in the case of an offer that has been so approved unless there is evidence of fraud, bad faith or collusion.

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Index to financial statements 3 changes

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Subsequent to the reporting year ended 30

to the reporting year ended 30 June 2025, the Company had on 10 July 2025 declared a an interim dividend of total HK$80,000 per share (equivalent to US$10,191 per share), amounting in aggregate to HK$8,000,000 (equivalent to US$1,019,096). The dividend was allocated to the ordinary shareholders, Mr. Lam Chi Wai and Mr. Ng Man Hon, who holds 96 shares and 4 shares respectively. The interim dividend was settled by offsetting with the current accounts with the shareholders on 10 July 2025. The retroactive effect of the dividend declaration has been reflected in the Company's financial statements for the year ended 30 June 2025.

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to the reporting year ended 30 June 2025, on 1 July 2025, 90 ordinary shares were issued and allotted at a par value of HK$1 each to Mr. Lam Chi Wai. After this allotment, Mr. Lam Chi Wai and Mr. Ng Man Hon, the Company's ordinary shareholders, holds 96 shares and 4 shares, respectively.

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