You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or in other parts of this annual report on Form 20-F. A.Operating Results Overview With the discontinuation of our LCM production in April 2014, we ceased our LCM manufacturing business and turned our business focus to redeveloping three parcels of land in Gushu and Guangming, Shenzhen. We are converting these parcels of land that formerly housed our manufacturing facilities into technology parks. Our key project currently under development is Nam Tai Technology Center. As of December 31, 2025, we had leased floor area of approximately 196,793 square meters in Nam Tai Inno Park, achieving an occupancy rate of 75%, and had sold 496 out of the 556 residential units in Nam Tai • Longxi, representing a sales ratio of 89%. Revenue for the years 2023, 2024 and 2025 was $83.2 million, $29.2 million and $48.0 million, respectively. From 2023 to 2025, our revenue trends were primarily driven by fluctuations in sales-type lease income, the timing of project completions and related unit handovers, and the downturn in real estate market. Revenue in 2023 included a temporary increase primarily attributable to contributions from Nam Tai • Longxi project, including $31.1 million sales revenue from the handover of commercial units as compensation to local authorities and displaced residents. Sales revenue from residential units of the Longxi project increased from approximately $3.6 million in 2024 to $33.9 million in 2025, primarily attributable to the lifting of the injunction order issued by GSL in connection with the 2020 PIPE dispute, as well as accelerated sales of existing inventory at the Longxi project. Factors Affecting Our Results of Operations The most significant factors that directly or indirectly affect our financial performance and results of operations are as follows: PRC Government Policies and Economic Conditions Our financial performance is profoundly sensitive to changes in PRC government policies and the overall health of the Chinese economy, particularly within the Guangdong-Hong Kong-Macao Greater Bay Area. Policy Changes: Sudden regulatory shifts, such as purchase restrictions, price caps, or financing constraints for the real estate sector (e.g., the “Three Red Lines” policy), can immediately decelerate market activity, impact our sales velocity, and compress our profit margins. Economic Cycles: A slowdown in China’s economic growth or the regional economy of the Greater Bay Area would reduce demand from both corporate tenants for our industrial spaces and residential buyers for our properties, directly impacting our primary revenue streams. See also “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We are heavily dependent on China’s economy and the performance of the PRC real estate market, particularly in the Guangdong-Hong Kong-Macao Greater Bay Area.” Project Execution and Market Competition The timing, cost, and successful execution of our development projects are fundamental drivers of our results. Project Timing: Revenue recognition is heavily dependent on the completion and sale of large-scale projects. Delays in construction, permitting, or approvals can cause significant quarter-to-quarter volatility in revenue and earnings. Competitive Pressures: Intense competition from larger, state-owned enterprises may force us to reduce prices or offer more favorable terms to attract tenants and buyers, thereby compressing our profit margins. 70 Table of Contents Impact of Inflation According to the National Bureau of Statistics of China, China’s consumer price index (CPI) increased by approximately 0.2% in both 2023 and 2024, and remained relatively flat in 2025. Deflation could negatively affect our business as it would be a disincentive for prospective property buyers to make a purchase. As of the date of this annual report, we have not been materially affected by any inflation or deflation. Impact of Foreign Currency Fluctuations The value of the Renminbi against the U.S. dollar and other currencies fluctuates and is affected by numerous factors, including among other things, changes in political and economic conditions in China and the U.S. The conversion of RMB into foreign currencies, including U.S. dollars, is based on rates set by the PBOC. Currently, the RMB is permitted to fluctuate within a band managed by the PRC government. The trading band has been widened since early 2014, and the PRC government may adopt a more flexible currency policy in the future, which could result in increased exchange rate volatility and significant appreciation or depreciation of the RMB against the U.S. dollar. Effective from April 1, 2015, our subsidiaries in China changed their functional currency from the U.S. dollar to the RMB. This change was made upon the progress of the property development projects in China causing our subsidiaries’ primary operating activities to be denominated in RMB and making the RMB the currency of the economic environment in which the entities primarily generate and expend cash. As of December 31, 2023, 2024 and 2025, we recorded $-3.0 million, $13.5 million and $4.9 million of net foreign currency translation gain (loss) in accumulated other comprehensive loss as a component of shareholders’ equity. For our company and subsidiaries outside China, the functional currencies are U.S. dollars and Hong Kong dollars, as expense transactions are generally denominated in U.S. dollars and Hong Kong dollars. We had a significant portion of our assets and liabilities denominated in RMB. The fluctuation of foreign exchange primarily relates to our need to convert RMB to U.S. dollars and Hong Kong dollars for our operations, and the depreciation of the RMB against the U.S. dollar and/or Hong Kong dollar reduces the U.S. dollar amount and Hong Kong dollar amount we receive from the conversion. The following table shows the percentage fluctuation in the exchange rate of the RMB to the U.S. dollar during each of the past three years ending December 31: RMB Exchange Rate to $1.00 at December 31(1) 2023 2024 2025 Exchange Rateto $1.00 Percentchange(2) Exchange Rateto $1.00 Percentchange(2) Exchange Rateto $1.00 Percentchange(2) 7.08 (1.72 )% 7.19 (1.55 )% 7.03 2.23 % Notes: (1)RMB to U.S. dollar data presented in this table was derived from the published exchange rates from the PBOC and the Hongkong and Shanghai Banking Corporation Limited (HSBC). (2)Compared to the exchange rate at the preceding December 31. The RMB depreciated against the U.S. dollar by 1.72% in 2023 and 1.55% in 2024. In 2025, the RMB shifted to an appreciation trend and strengthened by 2.23%. It is difficult to predict how market forces or PRC or U.S. government policies may impact the exchange rate between the RMB and the U.S. dollar in the future. Income Taxes Under current British Virgin Islands law, NTP is not subject to taxation in the British Virgin Islands. However, NTP may be subject to Hong Kong profits tax as described below since it is registered in Hong Kong in May 2022. Under current Cayman Islands law, NTG is not subject to any income, profits or capital gains tax, as the Cayman Islands currently imposes no such taxes. However, NTG was registered under its former name in Hong Kong prior to May 2014 (subsequently deregistered) and re-registered under its current name in May 2022; it may be subject to Hong Kong profits tax as described below during periods of registration. Under current British Virgin Islands law, NTHL is not subject to any profits tax in the British Virgin Islands. However, it may be subject to Hong Kong income taxes as described below since it is registered in Hong Kong in December 2012. 71 Table of Contents Subsidiaries operating in Hong Kong and China are subject to income taxes as described below. We and our subsidiaries operating in Hong Kong are subject to a profits tax rate of 16.5% for each of the years ended 2023, 2024 and 2025, subject to the group’s eligibility for the preferential rate. We calculate income tax provision by applying the income tax rate to our estimated taxable income earned in or derived from operations in Hong Kong during the applicable period. Efforts by the PRC government to increase tax revenues could result in decisions with respect to, or interpretations of, the tax laws by China’s tax authorities that are unfavorable to us, that increase our future tax liabilities, or deny us expected refunds. Changes in PRC tax laws or their interpretation or application may subject us to additional PRC taxation in the future. For example, following the implementation of the EIT Law effective January 1, 2008, the State Council announced the transition rules for preferential tax policies (Guofa [2007] No.39) on January 2, 2008 for eligible enterprises previously subject to a 15% tax rate or 24% tax rate. During the years of 2013 through 2025, the EIT rate is 25%. Our effective tax rate was -1%, 33% and 18% for the years ended December 31, 2023, 2024 and 2025, respectively. The significant factors that caused our effective tax rates to differ from the applicable statutory rates were as follows: Year Ended December 31 2023 2024 2025 Applicable statutory tax rates 25 % 25 % 25 % Effect of difference between Hong Kong and PRC tax rates applied to Hong Kong income 0 % 0 % (7 )% Change in valuation allowance (1 )% 1 % 767 % Tax expense(benefit) arising from non-deductible and non-taxable items for tax purposes - net (29 )% 11 % (665 )% Others 4 % (4 )% (44 )% Effective tax rates (1 )% 33 % 77 % Overview of Financial Results The following table sets forth key operating results for the years ended December 31, 2023, 2024 and 2025: Year Ended December 31, 2023 2024 2025 (in thousands of U.S. dollars, except per share data) Revenue $ 83,205 $ 29,185 $ 48,001 Gross profit $ 6,245 $ 12,524 $ 12,334 Net (loss) income from operations $ (42,097 ) $ (19,539 ) $ (10,002 ) (Loss) income before income tax $ (49,975 ) $ 44,190 $ 476 Consolidated net (loss) income $ (50,448 ) $ 29,146 $ 110 Basic (loss) earnings per share $ (0.9680 ) $ 0.4952 $ 0.0018 Diluted (loss) earnings per share $ (0.9680 ) $ 0.4886 $ 0.0018 % increase/(decrease) 2024 vs 2023 2025 vs 2024 Revenue (65 )% 64 % Gross profit 101 % (2 )% Net (loss) income from operations n/a (1) n/a (1) (Loss) income before income tax n/a (1) (99 )% Consolidated net (loss) income n/a (1) (100 )% Basic (loss) earnings per share n/a (1) (100 )% Diluted (loss) earnings per share n/a (1) (100 )% Note: (1)Percentage change is presented as “n/a” if either of the two periods contains a loss. 72 Table of Contents The following table sets forth other income (expense), net for the years ended December 31, 2023, 2024 and 2025: Year Ended December 31, 2023 2024 2025 (in thousands of U.S. dollars) Interest expense $ (8,252 ) $ (9,685 ) $ (8,617 ) Foreign exchange gain (loss), net $ (40 ) $ 263 $ (104 ) Gain (loss) from disposal of non-current assets(1) $ — $ — $ 19,137 Impairment on real estate properties held for sales $ — $ — $ (429 ) Impairment on property, plant and equipment $ — $ (3,404 ) $ — Expenditure on fines $ (151 ) $ (127 ) $ (126 ) Debt restructuring gain(2) $ 364 $ 73,828 $ — Write off lease liability gain $ — $ 2,360 $ — Others $ 116 $ 445 $ 485 Total other income (expense), net $ (7,963 ) $ 63,680 $ 10,346 Note: (1)The gain from disposal of non-current assets mainly arose from the disposal of Wuxi property as disclosed in Note 4 to the consolidated financial statements. (2)The debt restructuring gain in 2024 mainly arose from the Global Settlement with GSL and the settlement arrangement with West Ridge as disclosed in Note 15(b) to the consolidated financial statements. Results of Operations The following table presents selected consolidated financial information stated as a percentage of operation income for the years ended December 31, 2023, 2024 and 2025. Year Ended December 31, 2023 2024 2025 Revenue 100.00 % 100.00 % 100.00 % Cost of revenue (92.49 )% (57.09 )% (74.30 )% Gross profit 7.51 % 42.91 % 25.70 % General and administrative expenses(1) (54.48 )% (103.63 )% (37.23 )% Selling and marketing expenses (3.62 )% (6.23 )% (9.30 )% Net (loss) income from operations (50.59 )% (66.95 )% (20.84 )% Other (expense) income, net (9.57 )% 218.19 % 21.55 % Interest income 0.10 % 0.17 % 0.27 % (Loss) income before income tax (60.06 )% 151.41 % 0.99 % Income tax benefit (expense) (0.57 )% (51.55 )% (0.76 )% Consolidated net (loss) income (60.63 )% 99.87 % 0.23 % Note: (1)General and administrative expenses include employee severance benefits of $1.4 million, $0.3 million and $0.5 million for the years ended December 31, 2023, 2024 and 2025, respectively. Years Ended December 31, 2025 and 2024 Year Ended December 31, 2023 2024 2025 $ % $ % $ % (in thousands of U.S. dollars) Sales-type lease income $ 2,603 3.0 $ 4,735 16.0 $ — — Operating lease income 16,028 19.0 14,474 50.0 8,769 18.3 Sales of property income 58,372 70.0 4,125 14.0 33,900 70.6 Property service income 4,096 5.0 3,738 13.0 3,208 6.7 Other revenue 2,106 3.0 2,113 7.0 2,124 4.4 Total revenue $ 83,205 100.0 $ 29,185 100.0 $ 48,001 100.0 73 Table of Contents Revenue Revenue in 2025, compared with 2024, increased by $18.8 million. The increase was primarily driven by residential unit sales from Nam Tai • Longxi, which increased from $3.6 million in 2024 to $33.9 million in 2025. This increase was mainly attributable to the lifting of the injunction order issued by GSL in connection with the 2020 PIPE dispute, as well as accelerated sale of existing inventory at the Longxi project. Year Ended December 31, 2023 2024 2025 $ % $ % $ % (in thousands of U.S. dollars) Sales-type lease cost $ 987 1.0 $ 1,834 11.0 $ — — Operating lease cost 4,682 6.0 4,622 28.0 4,369 12.2 Sales of property cost 65,836 86.0 5,503 33.0 27,452 77.1 Property service cost 5,306 7.0 4,637 28.0 3,724 10.4 Other cost 149 — 65 — 122 0.3 Total cost $ 76,960 100.0 $ 16,661 100.0 $ 35,667 100.0 Cost of Revenue Cost of revenue in 2025, compared with 2024, increased by $19.0 million. The increase was generally consistent with the growth in revenue and primarily reflected higher residential unit sales from Nam Tai • Longxi, as described in the Revenue section. The increase in cost of revenue exceeded the growth in revenue in 2025, primarily reflecting continued weakness in the PRC real estate market and the accelerated sale of existing inventory at the Longxi project at lower average selling prices. General and Administrative Expenses General and administrative expenses in 2025 were $17.9 million, compared with $30.2 million in 2024, decreased by $12.3 million. The decrease was mainly due to $11.0 million lower legal and consulting service fees, as certain litigation matters progressed toward resolution. Selling and Marketing Expenses Selling and marketing expenses in 2025 were $4.5 million, compared with $1.8 million in 2024, increased by $2.7 million. The increase was mainly due to the increase of $1.7 million in marketing and commission fees associated with the Longxi project and Nam Tai Inno Park, as well as higher staff costs of $0.6 million. Other Income (Expenses), Net Other income in 2025 was $10.3 million compared with other income of $63.7 million in 2024. In 2025, other income was mainly related to the $18.8 million of gain from disposal of Wuxi property, partially offset by $8.6 million of interest expenses. The significant decrease in other income in 2025 was primarily due to the absence of the substantial gain from debt restructuring recognized in 2024. Years Ended December 31, 2024 and 2023 For a detailed description of the comparison of our operating results for the years ended December 31, 2024 and 2023, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Results of Operations” of our annual report on Form 20-F filed with the Securities and Exchange Commission on January 29, 2026. B.Liquidity and Capital Resources Liquidity Our primary sources of liquidity have been cash provided by operating activities, our cash and cash equivalents, long-term bank loans and short-term bank and third party loans. 74 Table of Contents For the years ended December 31, 2023, 2024 and 2025, net cash used in operating activities was $32.3 million, $114.9 million and $23.9 million respectively. As of December 31, 2023, 2024 and 2025, we had cash and cash equivalents of $8.3 million, $26.9 million and $43.5 million, respectively. In 2025, we refinanced our Nam Tai Technology Center property by securing a new 10-year construction loan of RMB700 million from Shenzhen Rural Commercial Bank at a blended interest rate of approximately 4.7%. This loan replaced a higher-cost RMB450 million loan from the Bank of Guangzhou, for which we incurred a prepayment penalty of RMB13.7 million. Additionally, we obtained a new loan of RMB600 million with a blended all-in interest rate of 4.3% per annum, which replaced a previous loan from Bank of China with improved terms. Furthermore, we closed an eight-year mortgage loan of RMB110 million with Shenzhen Rural Commercial Bank at a blended annual rate of about 4.4%. This mortgage is secured by our Nam Tai Inno Valley property located in the Bao’an District of Shenzhen. For more information, see Note 9 “Bank Loans and Banking Facilities” in the notes to our consolidated financial statements, included elsewhere in this report. During each of the years of 2023, 2024 and 2025, our primary uses of cash were payments related to the development of our real estate projects. In January 2026, we reassessed the development plan for Tower C of Nam Tai Technology Center and transitioned Tower C from a leasing model to a sales model. This strategic adjustment is expected accelerate cash conversion and enhance our overall liquidity position. With our cash and cash equivalents, anticipated operating cash flows, available financing arrangements, and our continued management of supplier payment terms in the ordinary course of business, we believe our existing liquidity is sufficient to meet our cash requirements for at least 12 months from the date of this report. Guarantees As part of the our ordinary course of business for sales of residential properties for the Nam Tai • Longxi project and consistent with the industry practice, we provide temporary mortgage guarantee to purchasers until the purchasers receive their title certificates and mortgage their properties to relevant commercial banks. If a purchaser defaults on the payment of its mortgage during such interim period, the mortgage lending bank may require us to repay the outstanding amount under the mortgage loan plus any accrued interest. In March 2026, we received two arbitration notices concerning temporary mortgage guarantees of the Nam Tai • Longxi project, with principal and accrued interest of approximately RMB1.8 million and RMB2.4 million, respectively, totaling approximately $0.6 million. Both cases are at an early stage. Based on advice from legal counsel and currently available information, management believes that the likelihood of an unfavorable outcome is not probable. Accordingly, no provision has been recognized in the 2025 financial statements. We also hold other outstanding temporary mortgage guarantees in an aggregate principal amount of approximately $9.0 million as of March 2026. Under these arrangements, if a purchaser defaults on its mortgage payments, the lending bank may require us to repay the outstanding loan balance together with any accrued interest. Under the relevant agreements, we have the right to terminate the sale and purchase agreement, resell the underlying property, and recover amounts owed from the purchaser. As of the date of this report, management is not aware of any additional defaults other than those disclosed above. Based on the estimated recoverable value of the underlying properties, management believes that its potential loss exposure would be mitigated. The Company estimates its net exposure under these guarantees to be approximately $2.1 million. We have also strengthened efforts to urge customers to complete property and mortgage registration to release our staged guarantee obligations. The ultimate liability, if any, will depend on future borrower defaults. 75 Table of Contents Capital Expenditures The table below shows our major capital expenditures for the years 2023, 2024 and 2025: Year Ended December 31, 2023 2024 2025 (in thousands of U.S. dollars) Nam Tai Inno Park $ — $ 1 $ 716 Nam Tai Technology Center $ 7,544 $ 13,105 $ 22,572 Qianhai Office $ — $ 100 $ 174 Nam Tai Inno Valley $ — $ — $ 26 Nam Tai • Longxi $ 588 $ 2 $ 2 Total $ 8,132 $ 13,208 $ 23,490 Over the years from 2023 to 2025, our capital expenditures were concentrated on completing major development projects and enhancing existing properties. Capital expenditures varied with the stage of development and construction of our projects. Our plans for capital expenditures are subject to change from time to time and could change as a result from, among other things, our management of the liquidity issue and prevailing economic conditions. We cannot ensure that we will be successful in raising additional debt or equity on terms that we would consider acceptable or at all. Cash Flow The following table sets forth, for the years ended December 31, 2023, 2024 and 2025, selected consolidated cash flow information: Year Ended December 31, 2023 2024 2025 (in thousands of U.S. dollars) Net cash provided by (used in) operating activities $ (32,297 ) $ (114,885 ) $ (23,914 ) Net cash provided by (used in) investing activities $ 1,610 $ 30,796 $ 10,579 Net cash (used in) provided by financing activities $ 11,983 $ (7,981 ) $ 27,684 Net increase (decrease) in cash and cash equivalents $ (18,704 ) $ (92,070 ) $ 14,349 Operating Activities Net cash used in operating activities for 2025was $23.9 million. This consisted primarily of decrease in deferred income taxes of $3.8 million, decrease in contract liabilities of $2.3 million, decrease in interest paid of $6.3 million, gain on disposal of property, plant and equipment of $17.4 million, and real estate properties under development of $3.7 million, partially offset by a $5.0 million share based compensation expenses, non-cash items of depreciation and amortization of $4.6 million. Net cash used in operating activities for 2024 was $114.9 million. This consisted primarily of decrease in accrued expenses and other payables of $170.3 million, interest paid of $5.2 million, gain on lease termination of $2.4 million, decrease in deferred income taxes of $1.6 million, decrease in accounts payable of $1.3 million, partially offset by a $29.1 million consolidated net income, increase in advance from customers of $10.4 million, share-based compensation expenses of $6.2 million, increase in contract liabilities of $5.7 million, non-cash items of depreciation and amortization of $4.9 million, decrease in prepaid expense and other receivables of $4.7 million, impairment on long-lived assets of $3.4 million, and increase in amount due to shareholders and other related companies of $1.7 million. Net cash used in operating activities for 2023 was $32.3 million. This consisted primarily of a $50.5 million of consolidated net loss, decrease in amount due to shareholders and other related companies of $152.5 million, decrease in contract liabilities of $52.2 million, decrease in accounts payable of $16.4 million, increase in prepaid expense and other receivables of $4.6 million, interest paid of $4.2 million, decrease in advance from customers of $1.4 million, decrease in deferred income tax expense of $1.2 million, partially offset by increase in accrued expenses and other payables of $156.2 million, decrease in real estate properties under development of $67.9 million, share-based compensation expenses of $21.5 million, and non-cash items of depreciation and amortization of $5.3 million. 76 Table of Contents Investing Activities Net cash provided by investing activities for 2025 was $10.6 million, primarily attributable to the proceeds from disposal of property, plant and equipment of $29.0 million, and proceeds from disposal of short-term investments of $38.5 million, partially offset by payment for purchases of short term investments of $56.0 million and purchase of property, plant & equipment of $0.9 million. Net cash provided by investing activities for 2024 was $30.8 million, primarily attributable to a decrease in short-term investments of $30.8 million. Net cash provided by investing activities for 2023 was $1.6 million, primarily attributable to a decrease in short-term investments of $1.6 million. Financing Activities Net cash provided by financing activities for 2025 was $27.7 million, which primarily consisted of proceeds from bank and other loans of $164.9 million, partially offset by repayment of bank and other loans of $136.0 million and share buyback of $1.12 million. Net cash used in financing activities for 2024 was $8.0 million, which primarily consisted of repayment of bank and other loans of $32.7 million, partially offset by proceeds from bank and other loans of $24.7 million. Net cash provided by financing activities for 2023 was $12.0 million, which primarily consisted of proceeds from bank and other loans of $6.3 million and proceeds from issuance of shares on private placement of $21.3 million, partially offset by repayment of bank loans of $15.6 million and other minor financing activities. Bank Borrowings and Other Debt Bank borrowings and other debt are an important source of funding for our property developments. Our borrowings as of December 31,2024 and 2025, respectively, were as follows: Year Ended December 31, 2024 2025 (in thousands of U.S. dollars) Short term bank and third party loans $ 7,649 $ 4,410 Current portion of long term bank loans $ 27,860 $ 3,870 Non-current portion of long term bank loans $ 106,803 $ 166,527 Total bank loans and other debt $ 142,312 $ 174,807 As of December 31, 2025, the weighted average interest rate on our long-term bank loans, including their current portion, was 5.39% per annum. Of these loans, $170.4 million of the long-term bank loans was denominated in RMB and secured by associated land use rights, real estate under development and real estate properties held for lease. Since June 2003, commercial banks have been prohibited under the PBOC guidelines from advancing loans to fund the payment of land use rights. In addition, the PRC government also encourages property developers to use internal funds to develop their property projects. Under guidelines jointly issued by the MOHURD and other PRC government authorities in August 2004, commercial banks in China are not permitted to lend funds to property developers with an internal capital ratio, calculated by dividing the internal funds available by the total capital required for the project, of less than 35%. On August 20, 2020, the PBOC and MOHURD introduced a “Three Red Lines” policy for PRC real estate development companies: their debt asset ratios should not exceed 70% after deducting advance proceeds from projects sold; their net debt to equity ratios should not exceed 100%; and their ratios of cash balances and cash equivalents to short-term borrowings should be at least 1. Based on the number of these targets that PRC real estate development companies manage to satisfy, the upper limit of annual growth rate of interest-bearing liabilities that a particular real estate development company is permitted to hold varies from 0% to 15%. The policy was fully implemented starting January 2021. 77 Table of Contents On December 28, 2020, the PBOC and CBIRC issued the Notice on Establishment of a Concentration Management System for Real Estate Loans of Financial Institutions in the Banking Industry, which took effect on January 1, 2021. The 2021 Notice divides all Chinese funded banks into five levels and sets different limitations on banks in different levels to provide real estate loans. For example, the amount of outstanding real estate loans of a bank in Level 1 must not account for more than 40% of its total outstanding RMB loans, while the amount of outstanding real estate loans of a bank in Level 5 must not account for more than 12.5% of its total outstanding loans denominated in RMB. These internal capital ratio requirements, together with the above policies, have limited the amount of bank financing that property developers, including us, are able to obtain. Promissory Notes Amendments On January 11, 2022, we entered into promissory notes with IAT Insurance Group, Inc. (“IAT”) and IsZo, under which IAT and IsZo provided loans of up to $15.0 million and $5.0 million, respectively. We drew the full amount under the IAT note and $3.75 million under the IsZo note, as IsZo did not fund the remaining $1.25 million. To strengthen our financial position and liquidity, we amended these notes on April 5, 2023. Under the Exchange and Amendment Agreement with IAT, we issued 2,479,309 shares at $1.75 per share to cancel approximately $4.34 million of principal and accrued interest. Under the Release and Settlement Agreement with IsZo, we issued 630,118 shares to cancel about $1.1 million of debt and 231,167 shares to settle a $404,541 claim arising from a 2021 BVI court order. Both parties mutually released any related claims. In connection with these agreements, we executed amended and restated promissory notes on April 1, 2023, reducing the outstanding principals to $12.0 million for IAT and $3.0 million for IsZo, extending the maturity to January 11, 2026, and allowing us to pay interest in shares based on the 30-day volume-weighted average price. On December 23, 2025, the Company and IAT Insurance Group, Inc. entered into an amendment to the Amended and Restated Promissory Note, which had an original principal amount of $12.0 million and an initial maturity date of January 11, 2026. Based on the amendment, beginning January 12, 2026, the maturity date of the Note will automatically extend for successive 90-day rollover periods unless IAT delivers at least 60 days’ prior written notice requiring repayment before the end of any such period. As of the amendment date, the outstanding principal balance of the Note was approximately $15.75 million, with accrued interest of approximately $47 thousand. On January 9, 2026, the Company fully repaid the outstanding principal of $3.0 million and accrued interest of approximately $0.95 million under the IsZo Note. On March 20, 2026, the Company fully repaid approximately $17.1 million outstanding under the IAT Note. Holding Company Structure Nam Tai Property Inc. is a holding company with no material operations of its own. We conduct our operations primarily through our PRC subsidiary and its subsidiaries in the PRC. As a result, Nam Tai Property Inc.’s ability to pay dividends depends upon dividends paid by our PRC subsidiary. If our existing PRC subsidiary or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiary in the PRC is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, our subsidiary in the PRC and each of its subsidiaries in the PRC are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of their registered capital. In addition, our wholly foreign-owned subsidiary in China may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Our PRC subsidiary has not paid dividends and will not be able to pay dividends until it generates accumulated profits and meets the requirements for statutory reserve funds. See “Item 3. Key Information—3.D. Risk Factors—Risks Related to Our Business— We are a holding company that depends on dividend payments from our subsidiaries for funding. To the extent funds or assets in the business are in the PRC or a PRC entity, the funds or assets may not be available to fund operations or for other use outside the PRC due to interventions in or the imposition of restrictions and limitations on the ability of our company or the operating entities by the PRC government to transfer cash or assets.” C.Research and Development, Patents and Licenses, Etc. Not applicable. 78 Table of Contents D.Trend Information Upon the cessation of our original core LCM production business in April 2014, we changed our company name from Nam Tai Electronics, Inc. to Nam Tai Property Inc. and turned our business focus to the redevelopment of three parcels of land in Guangming and Bao’an districts, Shenzhen, into industrial parks and the development of a plot of land in Machong Town, Dongguan into a residential project. In the foreseeable future, the main revenue will continue to come from the sale and rental income from these projects. At the same time, the Company is actively identifying new growth areas, with a focus on potential distressed transactions and/or opportunities arising from the Greater Bay Area. Other than as disclosed elsewhere in this annual report, we are not aware of any other known trends, uncertainties, demands, commitments or events for the period from the year ended December 31, 2025 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that caused the reported financial information not necessarily to be indicative of future operating results or financial conditions. E.Critical Accounting Estimates Critical Accounting Policies and Estimates The preparation of our consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. Management believes that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions under different future circumstances. We have identified the following critical accounting policies that affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. For more information on our significant accounting policies, see Note 2 “Summary of Significant Accounting Policies” in the notes to our consolidated financial statements, included elsewhere in this annual report. Impairment of Long-lived Assets We review the carrying value of our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We assess the recoverability of the carrying value of long-lived assets by first grouping long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the asset group). Next, we estimate the undiscounted future cash flows that are directly associated with and expected to arise from the use of and eventual disposition of such asset group. We estimate the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the carrying value of the asset group exceeds the estimated undiscounted cash flows, we record an impairment charge to the extent the carrying value of the long-lived asset exceeds its fair value. We determine fair value through quoted market prices in active markets or, if quotations of market prices are unavailable, through the performance of internal analysis using a discounted cash flow methodology or by obtaining external appraisals from independent valuation firms. The undiscounted and discounted cash flow analyses are based on a number of estimates and assumptions, including the expected period over which the asset will be utilized, projected future operating results of the asset group, discount rate and long-term growth rate. The discount rate used in determining each project’s fair value depends on the stage of development, location and other specific factors that increase or decrease the risk associated with the estimated cash flows. In accordance with our accounting policies, we consider on a quarterly basis whether indicators of impairment of long-lived assets are present. For the years ended December 31, 2023, 2024 and 2025, we recognized impairment losses of $nil, $3.4 million and $0.4 million, respectively. Our assessments of impairment of long-lived assets and our periodic review of the remaining useful lives of our long-lived assets are an integral part of our ongoing strategic review of our business and operations. Therefore, future changes in our strategy and other changes (including the discount rate and expected long-term growth rate) in our operations could impact the projected future operating results that are inherent in our estimates of fair value, resulting in impairments in the future. 79 Table of Contents Revenue Recognition We mainly generate revenue by operating the industrial parks and providing property management services. For operating lease income: minimum rents are recognized on an accrual basis over the terms of the related leases on a straight-line basis. Lease revenue recognition commences when the lessee is given possession of the leased space and there are no contingencies offsetting the lessee’s obligation to pay rent. For sales-type lease income: the net investment in the lease will be recorded, which is equal to the sum of the lease receivable and the unguaranteed residual asset, discounted at the rate implicit in the lease. Any difference between the fair value of the asset and the net investment in the lease is considered selling profit or loss and is recognized upon commencement of the lease. Lease revenue recognition commences when the collectability is probable. For property service income: according to Financial Accounting Standards Board (“FASB”), Accounting Standards Codification, (“ASC, 606”) “Revenue from Contracts with Customers”, the realization of property service revenue can be recognized as the performance obligation is satisfied over time as services are rendered. For sales of properties: in accordance with Accounting Standards Codification (ASC) Topic 606, “Revenue from Contracts with Customers”, the sales of properties are recognized when control of the promised property is transferred to the customer, in an amount that reflects the consideration we expect to receive in exchange for the property. For sales-type lease with repurchase option: certain sales-type lease arrangements that include a repurchase option are evaluated to determine whether they represent a sale, lease, or financing arrangement based on the relationship between the repurchase price, the original selling price, and the expected market value of the asset. When customers have a significant economic incentive to exercise the repurchase option—after considering factors such as market conditions and the time value of money—the arrangement is accounted for as a lease under ASC 842. Under this approach, the underlying property continues to be recognized as an asset and lease income is recognized over time, while consideration received from customers is recorded as a liability until the repurchase option is settled or extinguished. Income Taxes Deferred income taxes are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts on the consolidated financial statements. A valuation allowance is established against deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. FASB ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides accounting guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Interest and penalties from tax assessments, if any, are included in income taxes in the consolidated statement of comprehensive income. Share Options We have two stock-based employee compensation plans, as more fully described in Note 10 (b) to the consolidated financial statements. The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period during which an employee is required to provide service, the requisite service period (usually the vesting period), in exchange for the award. The grant-date fair value of employee share options and similar instruments are estimated using option-pricing models. If the award is modified after the grant date, incremental compensation cost is recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. Useful Lives of Property, Plant and Equipment In accordance with our policy, we review the estimated useful lives of our fixed assets on an ongoing basis. This review indicated that the useful lives of certain buildings at Wuxi factory were longer than the previously estimated useful lives due to the change of function of these buildings. As a result, effective from February 1, 2019, we changed the estimates of the useful lives of these buildings in Wuxi to better reflect the estimated periods during which these assets will remain in service. The estimated useful lives of the buildings that previously averaged 20 years were increased to an average of 47 years. Recently Issued Accounting Pronouncements See Note 2(x) (recent changes in accounting standards) in the notes to our consolidated financial statements, included elsewhere in this annual report. 80 Table of Contents