Aphoenity International Holdings Inc.

Appointment of New Auditor

On February 10, 2025, the Company’s Board of Directors approved the engagement of Pengsheng Certified Public Accountants as the Company’s new independent auditor for the fiscal year ending December 31, 2025. The appointment of Pengsheng Certified Public Accountants was made to support the Company’s continued growth and financial reporting needs.

There were no disagreements or reportable events with the Company’s prior auditor on any matter of accounting principles, financial statement disclosure, or auditing scope or procedures that would have caused the prior auditor to make reference to such matters in its reports.

Officer & Director Trading Policy

The Company has not yet adopted a formal Officer and Director Trading Policy. However, we recognize the importance of having clear guidelines for the trading of Company securities by our directors, officers, and employees.

In the absence of a formal policy, the Company relies on the provisions of federal securities laws, which prohibit trading by insiders based on material nonpublic information (MNPI). Directors, officers, and employees are advised to exercise caution when engaging in transactions involving the Company’s securities and are reminded of their obligations to comply with all applicable laws and regulations.

In the future, the Company intends to formalize an Officer and Director Trading Policy, which will address, among other things:

Blackout Periods: Restrictions on trading during certain periods, particularly before the release of financial results or material events.

Pre-clearance of Transactions: Requirements for approval of transactions by Company officers before trading.

Restrictions on Speculative Transactions: Prohibitions on activities such as short selling or margin trading.

While a formal policy has not yet been implemented, we are committed to developing appropriate guidelines to enhance governance and reduce legal and reputational risks related to insider trading.

Insider Trading Arrangements and Policies

During the quarter ended March 31, 2025, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

The Company has not yet adopted a formal Insider Trading Policy. However, we recognize the need for such a policy to ensure compliance with applicable federal securities laws that prohibit trading on the basis of material nonpublic information (MNPI).

Until a formal policy is in place, the Company’s directors, officers, and employees are required to adhere to the following general principles regarding insider trading:

Material Nonpublic Information (MNPI):

Trading in the Company’s securities based on material nonpublic information is strictly prohibited. Material information is any information that could affect the price of the Company’s securities and that has not been disclosed to the public.

Prohibition Against Tipping:

Insiders are prohibited from sharing material nonpublic information with others who may use it to trade in the Company’s securities.

Legal Consequences:

Violations of insider trading laws can result in severe civil and criminal penalties. The Company urges all insiders to avoid any actions that could lead to insider trading or the appearance of improper conduct.

The Company is in the process of evaluating the adoption of a formal Insider Trading Policy, which will be designed to prevent insider trading and to protect the Company and its employees from legal and regulatory risks. We expect to adopt this policy in the near future.

Grants of Options and Similar Equity Awards

During the quarter ended March 31, 2025, the Company did not grant any stock options, restricted stock units, or other similar equity awards to any named executive officer or director.

The Company maintains policies and procedures designed to prevent the granting of equity awards while in possession of material nonpublic information (“MNPI”).

Equity awards, if and when granted, are generally made during open trading windows following the public release of financial results, and require confirmation that recipients are not aware of any MNPI at the time of the grant.

The Company does not have a practice of timing the grant of equity awards to coincide with the release of MNPI.