YSX Tech Co., Ltd
For the period ended Sep 30, 2025. Filed Jan 30, 2026.
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Sep 30, 2025 · Filed Jan 30, 2026
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Contents
EX-99.1 · Variable interest entity structure
Variable interest entity structure
It is the opinion of management that (i) the corporate structure of the Company is in compliance with existing PRC laws and regulations; (ii) the Contractual Arrangements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of YSX WOFE and the VIEs are in compliance with existing PRC laws and regulations in all material respects.
However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of the Company’s management. If the current corporate structure of the Company or the Contractual Arrangements is found to be in violation of any existing or future PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company’s current corporate structure or the Contractual Arrangements is remote based on current facts and circumstances.
NOTE 12 — SEGMENT REPORTING
An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s CODM in order to allocate resources and assess performance of the segment.
Based on the criteria established by ASC 280, the Company’s CODM has been identified as its CEO, who reviews consolidated results of the Company when making decisions about allocating resources and assessing performance across the Company’sreportable segments. The CODM regularly reviews the trends in operating metrics, revisits, assesses, and adjusts significant strategic and operational matters, and makes resource adjustments as needed, such as exploring opportunities for market expansion and diversifying the Company’s product or service mix, responding immediately and effectively to operational adjustments, aligning ongoing business activities with corporate - level objectives, improving customer satisfaction, enhancing corporate culture, monitoring budget versus actual results, and deciding where to allocate and invest additional resources to continue growth. The primary measure of segment revenue and profitability for the Company’s operating segment is considered to be consolidated revenue and net income. Significant segment expenses and other segment items are consistent with the financial information included in the consolidated statements of income and comprehensive income. Based on management’s assessment, the Company has determined that it hasthree operating segments by service type as defined by ASC 280, including Auto Insurance Aftermarket Value-added Services, Other Scenario-based Customized Services and Software Development and Information Technology Services.
As of September 30, 2025 and March 31, 2025, the main operations of the Company are located in the PRC. Substantially all of the Company’s assets are located in China and all revenue was derived from customers located in China. The following tables present summary information by segment for six months ended September 30, 2025 and 2024, respectively:
| · · · · · · · · · · · · | |||||
|---|---|---|---|---|---|
| · · For the six months ended September 30, 2025 | |||||
| · · · · · · · Software · · · | |||||
| · · · · · · · · Development · · · | |||||
| · · Auto Insurance · · Other · · and · · · | |||||
| · · Aftermarket · · Scenario-based · · Information · · · | |||||
| · · Value-added · · Customized · · Technology · · · | |||||
| · · Services · · Service · · Services · · Total | |||||
| · · · · · · · · · · · · | |||||
| Revenues | | $39,350,669 | $1,600,215 | $40,920 | $40,991,804 |
| Cost of revenues | | 35,551,911 | 1,422,688 | 35,731 | 37,010,330 |
| Gross profit | | 3,798,758 | 177,527 | 5,189 | 3,981,474 |
| Operating expenses | | 1,024,912 | 41,679 | 1,066 | 1,067,657 |
| Income from operations | | 2,773,846 | 135,848 | 4,123 | 2,913,817 |
| Income tax provision | | 486,071 | 19,766 | 505 | 506,342 |
| Net income | | 2,572,116 | 104,596 | 2,675 | 2,679,387 |
| Depreciation | | 31,571 | 1,284 | 32 | 32,887 |
| Capital expenditure | | — | — | — | — |
| Total assets | | $45,880,508 | $1,865,754 | $47,710 | $47,793,972 |
| · · · · · · · · · · · · | ||||
|---|---|---|---|---|
| · · For the six months ended September 30, 2024 | ||||
| · · · · · · · · Software · · · | ||||
| · · · · · · · · Development · · · | ||||
| · · Auto Insurance · · Other · · and · · · | ||||
| · · Aftermarket · · Scenario-based · · Information · · · | ||||
| · · Value-added · · Customized · · Technology · · · | ||||
| · · Services · · Service · · Services · · Total | ||||
| · · (Unaudited) · · (Unaudited) · · (Unaudited) · · · | ||||
| · · · · · · · · · · · · | ||||
| Revenue | $28,210,396 | $5,579,468 | $304,504 | $34,094,368 |
| Cost of revenue | 25,415,097 | 4,841,962 | 236,795 | 30,493,854 |
| Gross profit | 2,795,299 | 737,506 | 67,709 | 3,600,514 |
| Operating expenses | 1,029,577 | 203,631 | 11,113 | 1,244,321 |
| Income from operations | 1,765,722 | 533,875 | 56,596 | 2,356,193 |
| Income tax provision | 359,682 | 71,138 | 3,881 | 434,701 |
| Net income | 1,594,602 | 315,381 | 17,212 | 1,927,195 |
| Depreciation | 10,496 | 2,076 | 113 | 12,685 |
| Capital expenditure | 1,220 | 241 | 13 | 1,474 |
| Total assets | $26,243,951 | $5,190,543 | $283,278 | $31,717,772 |
NOTE 13 — SUBSEQUENT EVENTS
On October 22, 2025, Xinjiang YSX entered into a loan agreement with Bank of Communications to borrow RMB 5.0 million (approximately $702,346) for its working capital needs forone year, with a loan maturity date of October 22, 2026 and an effective interest rate of 3.20% per annum.
On November 5, 2025, YSX Network entered into a loan agreement with Dongguan Bank to borrow RMB 5.0 million (approximately $702,346) for its working capital needs forone year, with a loan maturity date of November 4, 2026 and an effective interest rate of 3.50% per annum. A third-party, Guangzhou Nansha Financing Guarantee Co., Ltd. entered into a guarantee agreement with Dongguan Bank to provide a credit guarantee on this loan during the loan period.
On December 5, 2025, Xinjiang YSX renewed a loan of RMB 4.99 million (approximately $700,941) with China CITIC Bank to extend the loan maturity date to December 4, 2026. In addition, on December 25, 2025, Xinjiang YSX renewed a loan of RMB 5.0 million (approximately $702,346) with China CITIC Bank to extend the loan maturity date to December 24, 2026. The effective interest rate for both loans is 3.98% per annum. Mr. Jie Xiao provided a guarantee for loans of up to RMB 10.0 million (approximately US$1,378,037) that YSX Network may borrow from China CITIC Bank during the borrowing period.
On January 7, 2026, Guangzhou YSX entered into a loan agreement with Bank of Guangzhou to borrow RMB 2 million (approximately $280,938) for its working capital needs forone year, with a loan maturity date of January 7, 2027 and an effective interest rate of 2.9167% per annum. The loan is unsecured.
On December 2, 2025, Xihang entered into a loan agreement with Xingye Bank to borrow RMB 4.0 million (approximately $561,877) for its working capital needs forone year, with a loan maturity date of December 1, 2026 and an effective interest rate of 3.0% per annum. The loan is unsecured.
The Company has performed an evaluation of subsequent events through January 30, 2026, which is the date of the unaudited condensed consolidated financial statements are available for release, and determined that no other events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
NOTE 14 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY
Rule 12-04(a), 5-04(c) and 4-08(e)(3) of Regulation S-X require the condensed financial information of the parent company to be filed when the restricted net assets of consolidated subsidiaries exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year. The Company performed a test on the restricted net assets of consolidated subsidiaries in accordance with such requirement and concluded that it was applicable to the Company as the restricted net assets of the Company’s PRC subsidiary and the VIEs exceeded 25% of the consolidated net assets of the Company, therefore, the condensed financial statements for the parent company are included herein.
For purposes of the above test, restricted net assets of consolidated subsidiaries and the VIEs shall mean that amount of the Company’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries and the VIEs in the form of loans, advances or cash dividends without the consent of a third party.
The condensed financial information of the parent company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent company used the equity method to account for investment in its subsidiaries and the VIEs. Such investment is presented on the condensed balance sheets as “Investment in subsidiaries and the VIEs” and the respective profit or loss as “Equity in earnings of subsidiaries and the VIEs” on the condensed statements of comprehensive income.
The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S GAAP have been condensed or omitted.
The Company did not pay any dividend for the periods presented. As of September 30, 2025 and March 31, 2025, there were no material contingencies, significant provisions for long-term obligations, or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any.
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