Ping An Biomedical Co (PASW) Registration filing summary

Company overview and business model

• Apparel-industry supply chain management provider offering end-to-end services from trend analysis and design through sourcing, production and quality control, and logistics. Products mainly include yarn and finished garments.

• Operating through New Brand in China; customers include brand owners, textile manufacturers, apparel sourcing agents, and online fashion and garment retailers. Relies on vendors, contract manufacturers, and logistics providers.

• Strategy: broaden customers and deepen relationships, strengthen supplier partnerships, improve product quality and production efficiency, and integrate sustainability into sourcing and marketing.

• Cayman Islands holding structure owns New Brand through BVI and Hong Kong subsidiaries; New Brand is the operating business and generates the revenue and profit in consolidated statements.

Use of proceeds and capital allocation

• Net proceeds from future security sales will be used as specified in the applicable prospectus supplement, incorporated information, or free writing prospectus.

• Intends to retain available funds and future earnings for business operations and expansion; no Class A dividend expected in the foreseeable future.

Risk factors and disclosures

• PRC regulatory actions or changes could restrict operations, foreign investment, cash transfers, overseas offerings, or repatriation of proceeds; authorities could require restructuring or cessation of PRC operations.

• The Cayman holding-company structure leaves investors without direct equity in New Brand; uncertainty in PRC law and enforcement could materially affect operations or share value.

• Nasdaq issued a $1 minimum-bid deficiency notice in Nov 2025, with a stated compliance deadline of May 25, 2026; a closing bid at or below $0.10 for 10 consecutive trading days can trigger immediate suspension and delisting under the rule effective Jan 19, 2026.

• A proposed Nasdaq $5 million market-value threshold would trigger immediate suspension after 30 consecutive business days below the threshold, without a cure period, if adopted.

• Cash is concentrated in RMB; PRC dividend, reserve, foreign-exchange, and registration requirements may constrain transfers and distributions. New Brand dividends generally face 10% withholding, potentially reduced to 5% if requirements are met.