CN Healthy Food Tech Group Corp.

Other than as set forth below, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

Risks Related to the Continued Nasdaq Trading Halt

Following our listing on the Nasdaq Capital Market on October 1, 2025, Nasdaq notified us that the China Securities Regulatory Commission (the “CSRC”) had not yet completed its process of review of our U.S. listing, and Nasdaq halted trading of our common stock and warrants pending receipt of additional clarification. The trading halt remained in effect as of the filing date of this Quarterly Report. We have provided Nasdaq with additional documentation and continue to await further information. We cannot predict when, or whether, Nasdaq will lift the trading halt. Continued suspension of trading materially impairs the ability of our stockholders to buy or sell our common stock and warrants in the public market, may adversely affect our ability to access the capital markets to raise additional financing if needed, may affect our ability to retain employees compensated in part with equity awards, and could result in our common stock being delisted from Nasdaq. Any delisting could in turn cause a default or acceleration of obligations under our outstanding promissory notes and other contractual arrangements. The continued trading halt, combined with the matters described in the immediately following risk factor relating to the CSRC Administrative Penalty Notice, may also adversely affect our reputation, our relationships with customers, suppliers, and lenders, and our overall business prospects.

Risks Related to the CSRC Administrative Penalty Decision

As disclosed in our current report on Form 8-K filed with the SEC on April 29, 2026, on April 24, 2026, Zhongneng Liangke received the Notice from the CSRC in connection with the Company’s overseas listing filing process. The Notice proposes administrative fines of RMB 3,000,000 on Zhongneng Liangke and RMB 1,500,000 on Mr. Zhenjun Jiang, the Company’s Chairman and Chief Executive Officer, in his capacity as the directly responsible executive. On May 7, 2026, Zhongneng Liangke received the final Administrative Penalty Decision (the “Decision”) from the CSRC whereby the CSRC affirmed and formally imposed the fines proposed in the Notice. As of the date of this Quarterly Report, no final penalty has been paid but the Company and Mr. Jiang does not intend to appeal the Decision and intend to pay the fines proposed in the Notice in full.

We cannot predict the material adverse effect that the CSRC’s penalties may have on our reputation, our ability to conduct business in China, and our financial condition and results of operations. The aggregate fines of RMB 4,500,000 imposed on Zhongneng Liangke and Mr. Jiang represent a non-trivial cash outflow for the Company and may signal to regulators, investors, and business partners a heightened compliance risk associated with our PRC operations. The imposition of these fines could adversely affect the status of our pending regulatory matters with Nasdaq, prolong or complicate the resolution of the existing trading halt, and impair our ability to access the U.S. capital markets to raise additional financing if needed. In addition, the Decision may expose Zhongneng Liangke to additional regulatory scrutiny in China, which could result in delays or obstacles to obtaining future business licenses, permits, or governmental approvals necessary for our operations. Regulatory sanctions imposed on Mr. Jiang could restrict his ability to serve as an officer or director of a publicly-traded company in the PRC or in other capacities, which could disrupt our management structure and adversely affect our business operations. The proceedings could also result in further regulatory inquiries, restrictions on Mr. Jiang’s ability to serve in his current roles, and additional legal and professional fees, any of which could be material to our results of operations.

Risks Related to Our Defaulted Promissory Notes and Potential Dilution

Three promissory notes issued in connection with our September 30, 2025 Business Combination remained outstanding and in default of their respective payment obligations as of March 31, 2026, with aggregate outstanding principal of approximately $3,473,190 and accrued default interest of approximately $206,021. Each note accrues default interest at a rate of 15.0% per annum until the event of default is cured. Two of the three notes contain conversion provisions that, upon default, permit the respective note holder to receive shares of our common stock — in one case up to 5,000,000 shares (subject to a 4.99% beneficial ownership cap), and in another case 650,000 shares at a fixed conversion ratio. A third note (held by our Sponsor, a related party) requires us to reserve an unlimited number of shares of our common stock to satisfy the unpaid balance, also subject to a 4.99% beneficial ownership cap. If any of these note holders elect to enforce their conversion or share-delivery rights, the issuance of common stock to satisfy these obligations could cause substantial dilution to our existing stockholders. We are currently in discussions with each of the note holders to extend the maturity dates and address the defaults, but there can be no assurance that these discussions will result in favorable terms or any agreement at all. If we are unable to negotiate forbearance, extension, or repayment terms acceptable to the note holders, they may exercise their available remedies, which could have a material adverse effect on our financial condition, results of operations, and stockholders.