Singularity Future Technology Ltd.
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 13, 2026
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
As of December 31, 2025, the Company carried out an evaluation, under the supervision of and with the participation of its management, including the Company’s Chief Executive Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing evaluation, the Chief Executive Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms due to effective internal controls over financial reporting as more fully described below.
Management’s Annual Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:
| ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that the Company’s receipts and expenditures are being made only in accordance with the authorization of its management and directors; and |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). The following material weaknesses identified for the year ended and as of June 30, 2024 were individually rectified as of September 5, 2025.
| Material weaknesses identified as of June 30, 2024 | Rectification actions taken | ||
|---|---|---|---|
| ● | Lack of segregation of duties for accounting personnel who prepared and reviewed the journal entries in some of the subsidiaries within the consolidation, lack of supervision, coordination and communication of financial information between different entities within the Group; | The Company has implemented segregation of incompatible duties. The preparation of journal entries is handled by the financial export, while review is conducted by the CFO. Furthermore, the CFO is responsible for overseeing, coordinating, and communicating financial information among different entities within the group. | |
| ● | Lack of a full time U.S. GAAP personnel in the accounting department to monitor the recording of the transactions which led to error in revenue recognition in previously issued financial statements; | The Company has replaced part of its management team, and the current management is familiar with U.S. GAAP. Additionally, the Company has provided training on U.S. GAAP to the current management team. | |
| ● | Lack of resources with technical competency to address, review and record non-routine or complex transactions under U.S. GAAP; | The Company has revised its control procedures for significant unusual transactions (“SUT”). For SUT, dedicated processes are in place to identify, document, and review the related accounting treatments. | |
| ● | Lack of management control reviews of the budget against actual with analysis of the variance with a precision that can be explained through the analysis of the accounts; | The Company has revised its expense budgeting process and established a budget management system. Under the new system, quarterly reviews will be conducted to compare budgets against actual results. Account analysis will be used to explain the reasons for significant variances between budgeted and actual figures. | |
| ● | Lack of proper procedures in identifying and recording related party transactions which led to restatement of previously issued financial statements (See Note 1 of the accompanying consolidated financial statement footnotes); | The Company has revised its related-party control procedures, establishing clear provisions for the identification of related parties, the formation and approval of related-party lists, the identification of related-party transactions, and the approval and disclosure of related-party transactions. | |
| ● | Lack of proper procedures to maintain supporting documents for accounting record; and | The Company has revised its accounting bookkeeping procedures, establishing requirements for approval, and retention of supporting documents corresponding to accounting records. The CFO will be responsible for reviewing whether the supporting documents in accounting records comply with the Company’s latest regulations. | |
| ● | Lack of proper oversight for the Company’s cash disbursement process that led to misuse of the Company funds by its former executive. | The Company dismissed the executive who misused funds and replaced the corresponding executive. Additionally, the Company revised its cash disbursement procedures, implementing strict segregation of duties for incompatible roles such as applicants, approvers, and cashiers involved in cash disbursements. |
Changes in Internal Control over Financial Reporting
On April 24, 2025, we engaged Marcum Asia CPAs LLP to provide internal control over financial reporting best practices consulting services to the Company and the Company made changes in its internal control over financial reporting as discussed in the Management’s Annual Report on Internal Control over Financial Reporting.
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