Maase Inc.

Maase Inc. operates across three reportable segments — health and wellness products and services, smart technology and new energy solutions, and computing power and algorithm solutions — a portfolio assembled through a series of acquisitions and share exchanges that has transformed the company from a financial-services-oriented holding structure into a diversified operating group anchored in the PRC. The company is a Cayman Islands holding company that conducts all of its operations through its subsidiaries and VIE and VIE's subsidiaries located in China and elsewhere, and its reporting currency is Renminbi, with translations into U.S. dollars made at a rate of RMB6.7851 to US$1.00 ¹, the exchange rate on June 30, 2026 set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. The business spans premium wild ginseng resources, bird's nest peptide extraction and manufacturing, mobile charging robots and charging piles, AI compute servers, AI computing power services, and AI industry application solutions, with the computing power and algorithm solutions service currently relying heavily on third-party computing resource suppliers and not currently owning computing infrastructure.

The company's competitive positioning rests on a collection of acquired resource and technology platforms rather than a single franchise. Carve Group holds Zhongshen Resources Development (Liaoning) Co., Ltd., described as a premium wild ginseng resource holder, and Glyken Bird Nest Technology (Shenzhen) Co., Ltd., described as a pioneering bird's nest company specializing in extraction of small molecular bird's nest peptides using physical heating separation method and manufacturing and selling bird's nest peptides. The computing power and algorithm solutions segment is being built around the proposed Stars Distributed Intelligent Computing Center Project, for which the company has not secured definitive financing. The company identifies competition as a principal risk, stating that it may not be able to compete successfully or implement its growth strategies, and that its revenues and operating results can fluctuate from period to period.

Maase generates revenue through both product sales and services. Product revenue is recognized at a point in time and includes the sale of AI compute servers, the sale of mobile charging robots and charging piles, the sale of health and wellness products, and the sale of other electronic products and others. Service revenue includes AI computing power service, AI industry application solutions, commercial planning and consulting services, and other services, with certain of these service streams recognized over time and others at a point in time. The customer base is concentrated: two customers accounted for a significant share of net revenues in fiscal year 2026, with Company B and Company A each representing a material portion of the total, and accounts receivable are similarly concentrated across a small number of counterparties identified as Company B, Company C, Company D, Company E, Company F, and Company G.

The health and wellness products and services segment encompasses the wild ginseng and bird's nest peptide businesses assembled under Carve Group, including Zhongshen Resources Development (Liaoning) Co., Ltd. and Glyken Bird Nest Technology (Shenzhen) Co., Ltd., together with their respective subsidiaries. This segment also includes the acquired AIFU-related health assets and the Puyi Group operations, with the Puyi former VIEs — Chengdu Puyi Bohui Information Technology Co., Ltd. and its respective subsidiaries — disposed of in September 2025. The segment's product revenue is generated from the sale of health and wellness products, recognized at a point in time, and the segment carries inventory in finished goods and raw materials, including ginseng.

The smart technology and new energy solutions segment is built around the sale of mobile charging robots and charging piles, recognized at a point in time, and is supported by property and equipment that includes charging piles and robots, machinery and equipment, electronic equipment, vehicles, furniture and fixtures, and buildings. The computing power and algorithm solutions segment comprises the sale of AI compute servers, recognized at a point in time, and AI computing power service and AI industry application solutions, with AI computing power service recognized over time and AI industry application solutions recognized at a point in time. This segment is the focus of the proposed Stars Distributed Intelligent Computing Center Project, and the company has flagged that the operation of the computing sites comprising that project will expose it to risks associated with data center and computing infrastructure operations.

Significant operational developments during the period include the June 23, 2025 implementation of a substitution listing whereby all ADSs were exchanged into the company's Class A ordinary shares and the ADR facility was terminated. The company completed a series of acquisitions: Carve Group Ltd. on August 31, 2025, Real Prospect Limited on October 31, 2025, and Times Good Limited on March 31, 2026, with the acquisitions of Carve Group, Real Prospect, and Times Good each involving the issuance of Class A ordinary shares as consideration. The company also disposed of the Puyi former VIEs in September 2025 and transferred the AIFU Former VIEs — Shenzhen Xinbao Investment Management Co., Ltd. and Fanhua RONS (Beijing) Technologies Co., Ltd. and their respective subsidiaries — to BGM Group Ltd. in a share exchange transaction on December 27, 2024. As of June 30, 2026, the company had 442,175,578 ordinary shares issued and outstanding, consisting of 435,508,910 Class A ordinary shares and 6,666,668 Class B ordinary shares, each with a par value of $0.09 per share.

The company's share capital structure carries differential voting rights, with Class A ordinary shares carrying one vote per share and Class B ordinary shares carrying one hundred votes per share. The company is a non-accelerated filer and is not a shell company. Its principal shareholder has substantial influence over the group, and the company relies on the Huazhi Contractual Agreements with Huazhi Future and its shareholders for purposes of consolidating Huazhi Future and its subsidiaries as VIEs under U.S. GAAP, an arrangement the company acknowledges may not be as effective as direct equity ownership. The Huazhi Contractual Agreements and other related-party arrangements may be subject to scrutiny by the PRC tax authorities, which may determine that additional taxes are owed.

The company's principal stated growth vector is the proposed Stars Distributed Intelligent Computing Center Project under its computing power and algorithm solutions service. The company has not secured definitive financing for the project, and it has flagged that the significant capital expenditures required for such project may increase its financial and operational risks. The operation of the computing sites comprising the project will expose the company to risks associated with data center and computing infrastructure operations. The computing power and algorithm solutions service currently relies heavily on third-party computing resource suppliers and does not currently own computing infrastructure, which the company states may limit its operational control and adversely affect its business.

A second growth vector is the continued build-out of the health and wellness products and services segment through the acquired Carve Group platforms, including the premium wild ginseng resource holder Zhongshen Resources Development (Liaoning) Co., Ltd. and the bird's nest peptide manufacturer Glyken Bird Nest Technology (Shenzhen) Co., Ltd., which specializes in extraction of small molecular bird's nest peptides using physical heating separation method. The company has also expanded this segment through the acquisitions of Real Prospect Limited, which indirectly holds 100% equity interests of Qingdao Maisi Intelligent Technology Co., Ltd., and Times Good Limited, and through the acquisition of AIFU-related health assets. The company cautions that its newly acquired businesses have limited operating histories and are subject to significant uncertainties, which may make it difficult to evaluate their prospects.

The company's cost and margin outlook is shaped by the mix shift toward product revenue streams — AI compute servers, mobile charging robots and charging piles, health and wellness products, and other electronic products — alongside service revenue from AI computing power service, AI industry application solutions, commercial planning and consulting services, and other services. The company has not disclosed specific margin targets or restructuring programs. The company's inventory position includes finished goods and raw materials, including ginseng, and its property and equipment base includes charging piles and robots, machinery and equipment, electronic equipment, vehicles, furniture and fixtures, and buildings, each depreciated over stated useful life ranges.

Operationally, the company's posture is defined by its reliance on third-party computing resource suppliers for its computing power and algorithm solutions service, its lack of owned computing infrastructure, and the capital expenditure requirements of the proposed Stars Distributed Intelligent Computing Center Project. The company's property and equipment categories carry stated useful life ranges for trade names, patents, software and operating system, equipment, vehicles, furniture and fixtures, charging piles and robots, and machinery and equipment. The company has flagged that if it does not successfully develop, commercialize and distribute its products and services, or if its operations or logistics are disrupted, its business may suffer.

On capital allocation, the company has not disclosed a dividend policy, a share repurchase authorization amount, or a stated research and development budget in the periods covered. The company's capital activity during the period centered on equity issuance as acquisition consideration for Carve Group Ltd., Real Prospect Limited, and Times Good Limited, and on the December 27, 2024 share exchange transaction with BGM Group Ltd. covering the AIFU Former VIEs. The company has stated that it has not secured definitive financing for the proposed Stars Distributed Intelligent Computing Center Project, and that the significant capital expenditures required for such project may increase its financial and operational risks.

The company has identified structural headwinds and execution risks to its growth plan. It may not be able to compete successfully or implement its growth strategies, which could materially and adversely affect its business, financial condition and results of operations. Its revenues and operating results can fluctuate from period to period, which could cause the price of its Class A ordinary shares to fluctuate. Its newly acquired businesses have limited operating histories and are subject to significant uncertainties. Litigation or legal proceedings could expose it to significant liabilities and have a negative effect on its reputation.

The company faces geographic and regulatory constraints tied to its China-based operations. As a China-based company incorporated in the Cayman Islands, it faces various legal and operational risks and uncertainties related to being based in and having a significant portion of its operations in China. The PRC regulatory authorities have significant oversight and discretion over the conduct of its business and may influence its operations as they deem appropriate to further economic, regulatory, political and societal goals. The PRC regulatory authorities have published new policies affecting certain industries with respect to matters such as cybersecurity, data privacy, antitrust and competition, foreign investments, and overseas listings, and the company cannot rule out the possibility that regulations or policies regarding its industry could be released in the future that could adversely affect its business, financial condition and results of operations.

The PRC regulatory authority has issued new laws and regulations to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies. Any such action, once taken by the PRC regulatory authority, could significantly limit or completely hinder the company's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless. The company also relies on the Huazhi Contractual Agreements with Huazhi Future and its shareholders for purposes of consolidating Huazhi Future and its subsidiaries as VIEs under U.S. GAAP, which may not be as effective as direct equity ownership, and those agreements and other related-party arrangements may be subject to scrutiny by the PRC tax authorities, which may determine that additional taxes are owed, potentially substantially reducing consolidated net income.

The most material risks specific to Maase center on its computing power and algorithm solutions build-out and its reliance on third parties. The company's computing power and algorithm solutions service currently relies heavily on third-party computing resource suppliers and does not currently own computing infrastructure, which may limit its operational control and adversely affect its business. The company has not secured definitive financing for the proposed Stars Distributed Intelligent Computing Center Project, and the significant capital expenditures required for such project may increase its financial and operational risks. The operation of the computing sites comprising that project will expose the company to risks associated with data center and computing infrastructure operations. The company's newly acquired businesses have limited operating histories and are subject to significant uncertainties, which may make it difficult to evaluate their prospects. The company relies on the Huazhi Contractual Agreements with Huazhi Future and its shareholders for purposes of consolidating Huazhi Future and its subsidiaries as VIEs under U.S. GAAP, which may not be as effective as direct equity ownership, and those agreements and other related-party arrangements may be subject to scrutiny by the PRC tax authorities, which may determine that additional taxes are owed, potentially substantially reducing consolidated net income. The company's principal shareholder has substantial influence over the group, and their interests may not be aligned with the interests of other shareholders. As a China-based company incorporated in the Cayman Islands, the company faces legal and operational risks related to being based in and having a significant portion of its operations in China, and PRC regulatory action could significantly limit or completely hinder its ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.

Management's message to shareholders is framed around a portfolio transformation executed through a series of acquisitions and share exchanges, with the company repositioned across health and wellness products and services, smart technology and new energy solutions, and computing power and algorithm solutions. The tone is candid about the early-stage nature of the newly assembled businesses: management states that the newly acquired businesses have limited operating histories and are subject to significant uncertainties, which may make it difficult to evaluate their prospects, and that the computing power and algorithm solutions service currently relies heavily on third-party computing resource suppliers and does not currently own computing infrastructure, which may limit operational control. The strategic priorities emphasized for the period ahead are the build-out of the proposed Stars Distributed Intelligent Computing Center Project under the computing power and algorithm solutions service, for which management states that definitive financing has not been secured and that the significant capital expenditures required may increase financial and operational risks; the integration and commercialization of the acquired health and wellness platforms, including the premium wild ginseng resource holder Zhongshen Resources Development (Liaoning) Co., Ltd. and the bird's nest peptide manufacturer Glyken Bird Nest Technology (Shenzhen) Co., Ltd.; and the management of the company's concentrated customer and receivable base, with two customers accounting for a significant share of net revenues in fiscal year 2026 and accounts receivable concentrated across a small number of counterparties. Management also highlights the June 23, 2025 substitution listing whereby all ADSs were exchanged into Class A ordinary shares and the ADR facility was terminated, and the December 27, 2024 share exchange transaction with BGM Group Ltd. covering the AIFU Former VIEs, as defining capital-structure actions of the period.