Analysis Report on Private Placement Share Purchase by AiRWA Inc.'s Chairman

Based on the above data collection, I will provide you with a detailed analysis report on the private placement share purchase by AiRWA Inc.'s Chairman.

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AiRWA Inc. (NASDAQ: YYAI) is a technology licensing company that operates through its wholly-owned subsidiary Yuanyu Enterprise Management Co., Limited. The company is primarily engaged in the licensing of advanced patents and proprietary technologies, while also actively expanding into the Web3 space to develop a next-generation exchange focused on tokenizing real-world assets (RWA) for trading tokenized U.S. equities [0].

According to the latest market data, as of the close on January 15, 2026, the company’s stock price is

, with a market capitalization of approximately . Notably, the stock has experienced extremely severe price volatility—plunging from its all-time high of $322.50 in September 2024 to the current $1.46, representing a drop of as much as [0].

Date	Event
October 22, 2025	The company signed a share purchase agreement with Chairman Hongyu Zhou
October 23, 2025	The company announced a 1:50 reverse stock split, effective October 27
October 26, 2025	The company agreed to acquire a minority stake in Yuanyu Enterprise Management Co., Limited from Hongyu Zhou for $36 million
December 19, 2025	The company announced a $15.69 million registered direct offering at $1.02 per share
January 13, 2026	Insider (Chairman) purchased approximately $1.5 million worth of shares

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According to public information, the share purchase by Chairman Hongyu Zhou involves multiple transaction arrangements:

1. Share Purchase Agreement (October 22, 2025)
   : The company signed a share purchase agreement with the chairman for 4.2 million shares via private placement, with a total transaction value of approximately
   $5.8 million
   , corresponding to a price of approximately
   $1.38 per share
   [1].

2. Related-Party Transaction (October 26, 2025)
   : The company agreed to acquire the minority stake in Yuanyu Enterprise Management Co., Limited held by Hongyu Zhou for $36 million. This transaction arrangement reflects a deeply aligned interest relationship between the chairman and the company [1].

3. Subsequent Share Purchase (January 13, 2026)
   : As disclosed in SEC filings, the chairman purchased additional company shares, with a transaction value of approximately
   $1.499 million
   [1].

Comparing transaction pricing across different periods, noticeable pricing differences can be observed:

Transaction Type	Price per Share	Date
Registered Direct Offering	$1.02	December 19, 2025
Chairman’s Private Placement Purchase	$1.38	October 22, 2025
Current Market Price	$1.46	January 15, 2026

The chairman’s purchase price ($1.38) is

than the purchase price for institutional investors during the same period ($1.02), but than the current market price ($1.46). This pricing arrangement typically reflects:

• Insiders are willing to purchase shares at a slight premium to the market price, demonstrating confidence in the company’s value
• At the same time, they also obtain a certain “margin of safety” by purchasing at a price lower than the current market price

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From the perspective of traditional financial theory, large-scale share purchases by a chairman are typically interpreted as the following positive signals:

• Insider share purchases mean that management is betting their personal wealth on the company’s prospects, which is a strong vote of confidence
• Purchasing shares after the company has experienced a significant stock price drop (99.55%) further indicates that management believes the current stock price is undervalued

• Management has access to core information about the company’s operations, including financial status, strategic planning, potential projects, etc.
• Their share purchase decisions are based on internal information unavailable to ordinary investors, thus holding important reference value

• After the share purchase, management’s interests are more aligned with those of shareholders, incentivizing them to improve the company’s performance and stock price

However, when interpreting this signal, investors also need to consider the following risk factors:

• The company’s acquisition of a subsidiary stake from the chairman for $36 million involves conflicts of interest
• The fairness of the transaction pricing requires careful scrutiny by investors

• Financial analysis shows that the company uses
  aggressive accounting policies
  with a low depreciation/capital expenditure ratio [0]
• This may mean that the actual quality of reported earnings is questionable

• The company’s stock price has dropped from $322.50 to $1.46, demonstrating its high-risk nature
• The 1:50 reverse stock split in October 2025 was a passive measure to maintain listing status

• The company just completed a $15.69 million financing in December 2025 [1]
• Frequent financing in a short period may indicate that the company is facing cash flow pressure

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Valuation Metric	Value	Industry Comparison
Price-to-Earnings (P/E)	0.60x	Extremely Low
Price-to-Book (P/B)	0.04x	Extremely Low
EV-to-Operating Cash Flow (EV/OCF)	2.41x	Relatively Low
Return on Equity (ROE)	16.66%	Relatively Good
Net Profit Margin	56.99%	Relatively High
Current Ratio	24.18	Very Healthy

From the perspective of traditional valuation metrics, the company does exhibit “deep value” characteristics—both P/E and P/B are at extremely low levels. However, given its aggressive accounting policies and high volatility in historical financial data, these low valuation multiples may more reflect market concerns about the company’s fundamentals rather than a simple undervaluation opportunity.

• The chairman purchased shares at a price higher than that for institutional investors, demonstrating management’s confidence in the company’s value
• The current price is more than 99% below the all-time high, offering huge potential upside
• The company is actively expanding into the emerging field of RWA tokenization
• The extremely high current ratio indicates robust financial health

• The stock’s historical performance is extremely unstable
• Frequent financing activities indicate sustained capital needs
• The fairness of related-party transaction pricing is questionable
• Aggressive accounting policies reduce the credibility of financial data
• The company’s main revenue sources are highly dependent on a small number of regions (Hong Kong accounts for 41.7%, the UK accounts for 33.3%)

Based on the above analysis, when referencing the chairman’s share purchase signal, investors should pay attention to the following risks:

1. Liquidity Risk
   : The company’s stock has low liquidity, with large fluctuations in average daily trading volume
2. Transaction Risk
   : Information about insider transactions may have been partially priced in by the market
3. Execution Risk
   : The company’s business transformation (tokenized exchange) is still in the early stages
4. Regulatory Risk
   : The regulatory environment for the RWA tokenization field is still unclear

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The private placement share purchase by Hongyu Zhou, Chairman of AiRWA Inc., sends

to the market. On one hand, this action indicates that management believes the current stock price is attractive; on the other hand, considering the company’s history of related-party transactions, aggressive accounting policies, and frequent financing, investors should maintain a cautious attitude towards this signal.

From an investment decision-making perspective, the chairman’s share purchase can be used as an

, but should not be the sole basis for investment decisions. Investors should comprehensively consider:

• The alignment between the company’s fundamentals and valuation
• The track record of management fulfilling its historical commitments
• The actual progress of the company’s strategic transformation
• The broader industry and regulatory environment

Investor Type	Recommendation
Risk-Taking Investors	May consider participating with a small position and setting strict stop-losses
Risk-Averse Investors	Recommended to wait and see until more signals of fundamental improvement emerge
Institutional Investors	Need to conduct more in-depth due diligence to assess the fairness of related-party transactions

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[0] Jinling AI Financial Database - Market Data and Financial Analysis of AiRWA Inc. (YYAI)

[1] SEC EDGAR filings - AiRWA Inc. 8-K filings (2025-2026)
https://www.sec.gov/Archives/edgar/data/1674440/000149315226002441/form8-k.htm

[2] Marketscreener - “Airwa Insider Bought Shares Worth $1,499,213”
https://www.marketscreener.com/news/airwa-insider-bought-shares-worth-1-499-213-according-to-a-recent-sec-filing-ce7e58d8d88df727

[3] GuruFocus - “Director Hongyu Zhou Acquires 1,109,922 Shares of Airwa Inc.”
https://www.gurufocus.com/news/4109928/director-hongyu-zhou-acquires-1109922-shares-of-airwa-inc-yyai

[4] Yahoo Finance - “AiRWA Inc. Announces $15.69 Million Common Stock Offering”
https://finance.yahoo.com/news/airwa-inc-announces-15-69-130000020.html