OTC: RBTK

As used in this current report and unless otherwise
indicated, the terms “we”, “us” and “our” mean Zhen Ding Resources Inc. and our subsidiaries, Z&W
Zhen Ding Corporation and Zhen Ding Mining Co. Ltd., unless otherwise indicated.

General Overview

We are engaged in seeking business partnership
opportunities and synergies with companies operating in China, and primarily those in the field of exploration and extraction of precious
and/or base metals. We seek to provide prospective partners with management expertise, assistance with financing efforts in
China and in North America, and to leverage our tangible assets, which include industrial land located in Anhui Province, China, where
our mineral ore processing and concentration plant is located. . Our only operating company is Zhen Ding JV, which,
has engaged in the processing of metal ore and the selling of ore concentrates of gold, silver, lead, zinc and copper at purity levels
ranging from 65% to 80%. Zhen Ding JV purchased metal ore in rock form from its former joint venture partner, Xinzhou Gold,
which held rights to explore and mine ore from a property located in the southwestern part of Anhui province in China.

Corporate Background

Our principal office is located at 99 Ave De La
Moselle, Saint-Lambert, Quebec, Canada J4S 1W9. Our operational offices are located at: Zhen Ding Mining Co. Ltd., Wuxi
County, Town of Langqiao, Jing Xian, Anhui Province, China, Tel: 86-6270-9018.

We were incorporated in September 1996 as Robotech
Inc., and began our business in the development and marketing of specialized technological equipment. By 2003 we had not reached our financing
goals and therefore abandoned our former business plan.

In January 2012, our Board of Directors, following
the approval of a majority of our shareholders, made an offer to the shareholders of Zhen Ding Resources Inc., a Nevada corporation (“Zhen
Ding NV”), to acquire, at the very least, the majority of their common shares, and, if available, up to 100% ownership.

Zhen Ding NV through its wholly owned subsidiary,
Z&W Zhen Ding Corporation, a California corporation (“Zhen Ding CA”), has been engaged in a joint venture with Jing Xian
Xinzhou Gold Co., Ltd. (“Xinzhou Gold”), a company organized under the laws of the People’s Republic of China (“PRC”).
The joint venture company, Zhen Ding Mining Co. Ltd. (“Zhen Ding JV”) is 70% held by Zhen Ding NV through Zhen Ding CA. It
is a common practice in China to append the name of the town or city where an enterprise is located to its legally incorporated name.
Therefore many documents referencing Zhen Ding JV may refer to it as Jing Xian Zhen Ding Mining Co. Ltd. Zhen Ding JV engages in the processing
of metal ore and the selling of ore concentrates of gold, silver, lead, zinc and copper at purity levels ranging from 65% to 80%. Zhen
Ding JV purchases metal ore in rock form from Xinzhou Gold.

On March 8, 2012, we changed our name from Robotech,
Inc. to Zhen Ding Resources Inc., in anticipation of the acquisition of Zhen Ding NV. Our trading symbol, RBTK, however remained unchanged.

During 2012, a total of 50,746,358 shares of the
issued and outstanding common stock of Zhen Ding NV were tendered to our company. On August 13, 2013, an additional 13,100,000 shares
were tendered to us. Therefore, as of August 13, 2013 the shareholders of Zhen Ding NV had tendered 100% of the issued and outstanding
shares of common stock, representing 100% of the issued and outstanding equity of Zhen Ding NV to us.

On October 23, 2013, we issued 122,440 shares
of our common stock, on a one-for-one basis, to the tendering shareholders of Zhen Ding NV making Zhen Ding NV a wholly owned subsidiary
of our company.

On October 28, 2013, we dissolved Zhen Ding NV
by merging it with and into Zhen Ding DE. As a result, Zhen Ding CA became a wholly-owned subsidiary of Zhen Ding DE. Zhen
Ding CA continues to exist as an intermediate holding company with no operations of its own, but which in turn owns our 70% interest in
Zhen Ding JV.

The following illustrates our corporate and share ownership structure:

Our Current Business

Our joint venture, Zhen Ding JV, is equipped to
process ore mined by our joint venture partner at the Wuxi Gold Mine, when in operation. Zhen Ding JV purchases the ore in
rock form and processes the ore into our final product, which is a gold, silver, lead, zinc and copper ore concentrate. We estimate that
our processed product is 65% to 80% pure. The product is then sold to refineries which further purify and separate the concentrate. Zhen
Ding JV also arranges all exploration, mining process and operations, and financial and administrative support for the Wuxi Gold Mine.

We purchase all of the raw material for our ore
processing operation from the Wuxi Gold Mine, and have relied solely on the Wuxi Gold Mine for our supply of ores. The veins most recently
excavated by Xinzhou Gold in the permitted areas of the Wuxi Gold Mine are very low grade and, as such, the production is minimal. The
higher yielding and therefore more profitable veins run outside the currently permitted mining area boundaries of the mine. Xinzhou Gold
applied for an extension of the permitted mining area, however, the application was rejected by the government in December 2016 due to
Xinzhou Gold’s insufficient working capital. Xinzhou Gold’s successor and our new joint venture partner, Mr. Wei de Gang,
now controls the area permits. Although it remains possible to extend the permitted mining area, we have been unable to secure sufficient
working capital to drill the extended area. If sufficient working capital does not become available, or should the application be denied
on other grounds, we would not be able to secure another source with higher grade ores for our processing plant, which would severely
limit our ability to execute our plan of operation and our potential profitability.

At the beginning of fiscal 2015, we idled our
mineral processing plant due to an overall downturn in demand and market prices for our concentrates. This downturn coincided with an
overall economic recession in China and downturn in the global commodities market during fiscal 2015 through 2016.

Recent Activities

On December 18, 2024, the Anhui Province Jing
County People's Court approved the bankruptcy of our joint venture partner, Xinzhou Gold. The bankruptcy resulted from Xinzhou
Gold’s inability to repay expenses incurred by the Environmental Management Bureau of Anhui Province to rectify groundwater pollution
emanating from the Wuxi Gold Mine. On January 23, 2025, per the bankruptcy agreement, Zhen Ding received RMB 963,654.22 from Xinzhou Gold
in payment of ordinary debts. Zhen Ding was not aware of the bankruptcy until the payment was received in January 2025.

On February 28, 2025, Xinzhou Gold transferred
its 30% share of our joint venture to Mr. Wei De Gang who is the principal and controlling shareholder of Xinzhou Gold. We are advised
that the former business of Xinzhou Gold, as it relates to our joint venture, continues under the ownership of Mr. Wei De Gang, and the
operation of our joint venture now continues under his 30% ownership. Therefore, the bankruptcy of our joint venture partner and subsequent
transfer of shares in our joint venture did not result in the dissolution of our joint venture, or in a change of its control. All references
to "Xinzhou Gold" contained in this report, as they pertain to any period after February 28, 2025, refer to the business of
Xinzhou Gold operated and owned by Mr. Wei De Gang, not to Jing Xian Xinzhou Gold Co., Ltd.

More recently, our joint venture is in preliminary
discussions to cooperate with Xinan Environmental Protection (XEP), a state-owned enterprise, to develop a waste-to-energy power generation
operation using the Wuxi Gold Mine Lands and our mineral processing infrastructure. However, the proposed collaboration is subject to
obtaining satisfactory results from a feasibility study (which has been commissioned by XEP), the negotiation of satisfactory financial
and other terms, and government approval.

Competition

The mining industry is intensely competitive.
We compete for financing with numerous individuals and companies, including many major mining companies, which have substantially greater
technical, financial, human, and operational resources. Accordingly, twe face a high degree of competition for access to finacning. There
are other competitors twith operations in t the area of our processing facility, and the presence of these competitors adversely affects
our ability to compete for financing,and to obtain the service providers, staff or equipment necessary for the exploration and exploitation
of our properties.

Compliance with Government Regulation

The following summary discusses all regulations that materially affect
the business of our Company.

Chinese Regulations Affecting Our Company

Environmental Regulations

We are subject to a variety of governmental regulations
related to environmental protection. The major PRC environmental regulations applicable to us include the Environmental Protection Law
and the Environmental Impact Appraisal Law.

The Environmental Protection Law sets out the
legal framework for environmental protection in the PRC. The Ministry of Environmental Protection (“MEP”) of the PRC is primarily
responsible for the supervision and administration of environmental protection work nationwide and formulating national waste discharge
limits and standards. Local environmental protection authorities at the county level and above are responsible for the environmental protection
in their jurisdictions.

Companies that discharge contaminants must report
and register with the MEP or the relevant local environment protection authorities. Companies discharging contaminants in excess of the
discharge limits prescribed by the central or local authorities must pay discharge fees for the excess in accordance with applicable regulations
and are also responsible for the treatment of the excessive discharge. Government authorities can impose different penalties on individuals
or companies in violation of the Environmental Protection Law, depending on the individual circumstances of each case and the extent of
contamination. Such penalties include warnings, fines, impositions of deadlines for remedying the contamination, orders to stop production
or use, orders to re-install contamination prevention and treatment facilities which have been removed without permission or left unused,
administrative actions against relevant responsible persons or companies, or orders to close down those enterprises. Where the violation
is serious, the persons or companies responsible for the violation may be required to pay damages to victims of the contamination. Where
serious environmental contamination occurs in violation of the provisions of the Environmental Protection Law which results in serious
loss of public and private property, persons or enterprises directly responsible for such contamination may be held criminally liable.

Restriction on Foreign Ownership

The principal regulation governing foreign ownership
of our business in the PRC is the Foreign Investment Industrial Guidance Catalogue, effective as of April 10, 2015 (the “Catalogue”).
Investment activities in the PRC by foreign investors are principally governed by the Catalogue, which was promulgated and is amended
from time to time by the Ministry of Commerce and the National Development and Reform Commission (“NDRC”). The Catalogue divides
industries into three categories: encouraged, restricted and prohibited. Industries not listed in the Catalogue are generally deemed as
constituting a fourth “permitted” category and open to foreign investment unless specifically restricted by other PRC regulations. Our
Company, in consultation with its PRC legal advisor, the Guizhou Zhonggong Law Office, has determined that the business of Zhen Ding JV,
ore processing, is not listed in the Catalogue or otherwise restricted by other PRC regulations. As a result, our business
is deemed to be a “permitted” industry. This status has effectively been confirmed by the PRC State Administration
for Industry and Commerce (“SAIC”), which has issued a business license for Zhen Ding JV, as a foreign invested joint venture,
to engage in ore milling activities.

The NDRC and MOFCOM periodically jointly revise
the Catalogue. As such, there is a possibility that our company’s business may fall outside the scope of the definition of a permitted
industry in the future. Should this occur, we would face a limit or restriction on foreign investment, the likes of which we are currently
not subject to. However, based on our observation of past practices of the Chinese government, any new guidelines or changes
to foreign ownership restrictions will likely be applied prospectively, and companies such as our Company with existing foreign investments
are unlikely to be affected by such changes. Also, we are not aware of any reason why ore processing would in the future be considered
a sensitive industry justifying its inclusion in the restricted or prohibited categories.

Draft Law on Foreign Investment

In January 2015, MOFCOM issued a draft Law on
Foreign Investment which is expected to be finalized in the near future without major changes. The draft Law on Foreign Investment
would liberalize foreign investment in PRC businesses by reducing or eliminating the need for administrative approvals of the form of
such investments, provided such investments do not involve investment in a restricted or prohibited industry. Because our Company
is engaged in a permitted industry, and after consultation with our PRC counsel, we do not expect any adverse consequences resulting from
the final passage of the Law on Foreign Investment.

Regulation of Foreign Currency Exchange
and Dividend Distribution

Foreign Currency Exchange

The principal regulations governing foreign currency
exchange in China are the Foreign Exchange Administration Regulations (1996), as amended, and the Administration Rules of the Settlement,
Sale and Payment of Foreign Exchange (1996). Under these regulations, Renminbi are freely convertible for current account items, including
the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for most capital account
items, such as direct investment, loan, repatriation of investment and investment in securities outside China, unless the prior approval
of SAFE or its local counterparts is obtained. In addition, any loans to an operating subsidiary in China that is a foreign invested enterprise,
cannot, in the aggregate, exceed the difference between its respective approved total investment amount and its respective approved registered
capital amount. Furthermore, any foreign loan must be registered with SAFE or its local counterparts for the loan to be effective. Any
increase in the amount of the total investment and registered capital must be approved by MOFCOM or its local counterpart. We may not
be able to obtain these government approvals or registrations on a timely basis, if at all, which could result in a delay in the process
of making these loans.

The dividends paid by the subsidiary to its shareholder are deemed
shareholder income and are taxable in China. Pursuant to the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange
(1996), foreign-invested enterprises in China may purchase or remit foreign exchange, subject to a cap approved by SAFE, for settlement
of current account transactions without the approval of SAFE. Foreign exchange transactions under the capital account are still subject
to limitations and require approvals from, or registration with, SAFE and other relevant PRC governmental authorities.

Dividend Distribution

The principal regulations governing the distribution
of dividends by foreign holding companies include the Wholly Foreign Owned Enterprise Law (1986), as amended, and the Administrative Rules
under the Wholly Foreign Owned Enterprise Law (1990), as amended.

Under these regulations, WFOEs in China may pay
dividends only out of their retained profits, if any, determined in accordance with PRC accounting standards and regulations. In addition,
WFOEs in China are required to allocate at least 10% of their respective retained profits each year, if any, to fund certain reserve funds
unless these reserves have reached 50% of the registered capital of the enterprises. These reserves are not distributable as cash dividends.

M&A Regulations and Overseas Listings

On August 8, 2006, six PRC regulatory agencies,
including the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation,
the State Administration for Industry and Commerce, CSRC and SAFE, jointly issued the Regulations on Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and were amended in 2009. This
M&A Rules, among other things, include provisions that purport to require that an offshore special purpose vehicle formed for purposes
of overseas listing of equity interests in PRC companies and controlled directly or indirectly by PRC companies or individuals obtain
the approval of CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

On September 21, 2006, CSRC published on
its official website procedures regarding its approval of overseas listings by special purpose vehicles. The CSRC approval procedures
require the filing of a number of documents with the CSRC and it would take several months to complete the approval process. The application
of this new PRC regulation remains unclear with no consensus currently existing among leading PRC law firms regarding the scope of the
applicability of the CSRC approval requirement.

Our company is not an offshore special purpose
vehicle under current PRC laws and regulations, as we currently control our Chinese operating entity through a joint venture arrangement
which is permitted under Chinese regulations regarding foreign ownership. As a result, we are not required to obtain the approval of CSRC
prior to the listing and trading of our securities on an overseas stock exchange.

Our company, in consultation with our PRC legal
advisor, the Guizhou Zhonggong Law Office, has determined that we are not required to obtain PRC approvals and registrations in connection
with the CSRC, SAFE, and SAIC for our joint venture arrangement under PRC regulations regarding foreign ownership, and that our company
is not an offshore special purpose vehicle under PRC regulations.

This is the case because Zhen Ding JV was established
as a joint venture enterprise in 2005 with the approval of the relevant PRC government agencies, with 70% of the joint venture owned by
Zhen Ding CA, a California entity with foreign ownership, and 30% of the joint venture owned by Xinzhou Gold, a domestic PRC company. In
connection with the formation of Zhen Ding JV, the Anhui Provincial People’s Government issued a Certificate of Approval for Foreign
Investment in China in 2005 and a business license was subsequently issued by the SAIC for the period from 2005 to 2025. In
connection with the formation of Zhen Ding JV, Zhen Ding CA did not acquire any existing PRC domestic company or equity or assets, but
rather established a new joint venture entity with foreign and domestic partners with funds contributed by Zhen Ding CA (70%) and Xinzhou
Gold (30%). Zhen Ding CA did not acquire an interest in Xinzhou Gold, but rather established a new joint venture company with
Xinzhou Gold as the other partner. Hence there was no acquisition of a PRC domestic company or assets that would implicate
the relevant rules on foreign ownership.

The M&A Rules include provisions that purport to require that an
offshore special purpose vehicle formed for the purpose of an overseas listing of securities in a PRC company obtain the approval of the
CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. However,
CSRC approval is not required in the context of the current offering covered by this Registration Statement because when our company acquired
Zhen Ding CA, it acquired the previously established foreign ownership in a government approved joint venture and not an interest in a
PRC domestic company. Accordingly, our Company is not an “offshore special purpose vehicle” and the relevant PRC
agencies are not concerned with a change of ownership in a foreign owned joint venture partner.

Our company’s PRC legal advisor, the Guizhou
Zhonggong Law Office, also made inquiries with official representatives of each of the CSRC, SAFE, and SAIC and those official representatives
all confirmed that there was no requirement for our company to obtain the approval of or register with such agency.

For the foregoing reasons, our company is not
required to obtain PRC approvals and registrations in connection with the CSRC, SAFE, and SAIC for its joint venture arrangement under
PRC regulations regarding foreign ownership.

Regulations on Offshore Parent Holding Companies’
Direct Investment in and Loans to Their PRC Subsidiaries

An offshore company may invest equity in a PRC
company, which will become the PRC subsidiary of the offshore holding company after investment. Such equity investment is subject to a
series of laws and regulations generally applicable to any foreign-invested enterprise in China, which include the Wholly Foreign Owned
Enterprise Law, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Contractual Joint Venture Enterprise Law, all as
amended from time to time, and their respective implementing rules; the Tentative Provisions on the Foreign Exchange Registration Administration
of Foreign-Invested Enterprise; and the Notice on Certain Matters Relating to the Change of Registered Capital of Foreign-Invested Enterprises.

Under the aforesaid laws and regulations, the
increase of the registered capital of a foreign-invested enterprise is subject to the prior approval by the original approval authority
of its establishment. In addition, the increase of registered capital and total investment amount shall both be registered with SAIC and
SAFE.

Shareholder loans made by offshore parent holding
companies to their PRC subsidiaries are regarded as foreign debts in China for regulatory purposes, which are subject to a number of PRC
laws and regulations, including the PRC Foreign Exchange Administration Regulations, the Interim Measures on Administration on Foreign
Debts, the Tentative Provisions on the Statistics Monitoring of Foreign Debts and its implementation rules, and the Administration Rules
on the Settlement, Sale and Payment of Foreign Exchange.

Under these regulations, the shareholder loans
made by offshore parent holding companies to their PRC subsidiaries shall be registered with SAFE. Furthermore, the total amount of foreign
debts that can be borrowed by such PRC subsidiaries, including any shareholder loans, shall not exceed the difference between the total
investment amount and the registered capital amount of the PRC subsidiaries, both of which are subject to the governmental approval.

U.S. Regulations Affecting Our Company

FCPA Policy

The Foreign Corrupt Practices Act, or the FCPA,
prohibits companies and individuals subject to FCPA jurisdiction from providing to foreign officials any “corrupt payments”
(i.e., bribes, kickbacks, and similar benefits) in order to obtain any unfair advantage with respect to government contracts, regulatory
approvals, licenses, and other government actions for the purpose of obtaining or retaining business. The FCPA applies to: (1) “issuers”
– U.S. and foreign companies subject to SEC jurisdiction; (2) “domestic concerns” – individuals who are citizens,
nationals or residents of the United States and companies with a principal place of business in the United States or organized under U.S.
law; and (3) “other persons” – foreign companies or persons who act in the United States to further a corrupt payment.
The term “other persons” has been interpreted broadly to include foreign entities that send an email in furtherance of a corrupt
act to a U.S. recipient, or that clear a corrupt payment through a U.S. bank. The FCPA requires issuers to maintain accurate books and
records that do not misrepresent their payments or expenses. Issuers are also liable for the accuracy of their majority-owned subsidiaries’
books and records and are required to act in good faith to encourage their minority-owned subsidiaries to adopt reasonable internal accounting
controls intended to avoid corrupt payments. Issuers, domestic concerns and other persons may be liable for the actions of their foreign
subsidiaries and agents if they know or should know that a subsidiary or agent is likely to make a corrupt payment to a foreign official.

Issuers, domestic concerns and other persons subject
to the FCPA are subject to severe criminal and civil penalties for violations of the FCPA. Entities that make corrupt payments may be
fined as much as $2 million per violation, or twice the amount of the benefit sought in return for the payment. Individuals may be fined
up to $100,000 and/or imprisoned for up to five years. Issuers who violate the FCPA’s books and records requirements are subject
to fines up to $25 million, and individuals can be fined up to $5 million and/or imprisoned for up to 20 years. Companies may not indemnify
their officers or employees for FCPA violations.

Research and Development

We did not incur any research or development expenditures
over the last two fiscal years.

Intellectual Property

We do not currently have any intellectual property,
other than our domain name and website, www.zhendingresources.com.

Employees

Currently we have no paid employees. Our management
team consists of our CEO and CFO and they currently do not receive compensation for their services. We intend to provide compensation
to our CEO and CFO in the future and formalize their employment relationship with our company at that time.

None of the management employees have employee
contracts.

Our company may from time to time hire paid consultants
to assist it in achieving various goals. Currently, these include Mr. Victor Sun, who has served as a management and operations
consultant since our inception, and Mr. Dai Honglin, who serves as Chief Engineer and general manager of our joint venture gold mining
operations.

Due in part to his other business activities in
Anhui, China, Mr. Sun currently assists our company by helping to co-ordinate certain business activities and functions between the company
and Zhen Ding JV. Mr. Sun also assists our Principle Executive Officer to coordinate the company’s professional advisors and
the execution of day to day public reporting obligations.

Zhen Ding JV also recently employed Wei Dong Sun,
a Professor of Geochemistry at the Guangzhou Institute of Geochemistry, as a consultant with respect to certain geological matters at
its Wuxi Gold Mine project.