{"url_path":"/sec/ablv/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1957489/0001213900-26-048085-index.html","accession_number":"0001213900-26-048085","cik":"0001957489","ticker":"ABLV","issuer_name":"Able View Global Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1957489/0001213900-26-048085-index.html","primary_entity_key":"0001957489","primary_entity_name":"Able View Global Inc."},"word_count":36919,"has_tables":true,"body_markdown":"**ITEM\n3. KEY INFORMATION**\n\n** **\n\nHolding\nCompany Structure\n\n \n\nThe\nfollowing diagram illustrates our corporate structure, including all of our significant subsidiaries, as “significant” is\ndefined under Section 1-02 of Regulation S-X under the Securities Act and certain other subsidiaries, as of the date of this annual report.\n\n \n\n \n\n \n\nAble\nView Global Inc. is not an operating company but a Cayman Islands holding company. We conduct operations through our subsidiaries, with\nour operations in China and Hong Kong currently being conducted by our PRC and Hong Kong subsidiaries. Investors in the Class B Ordinary\nShares of the Company are not acquiring equity interest in any operating company but are instead acquiring interests in a Cayman holding\ncompany. This holding company structure involves unique risks to investors. As a holding company, the Company may rely on dividends from\nits subsidiaries for cash requirements, including any potential payment of dividends to its shareholders. The ability of our subsidiaries\nto pay dividends or make distributions to the Company may be restricted by laws and regulations applicable to them, or by the debt they\nincur or the instruments governing their debt. In addition, PRC regulatory authorities could disallow this holding company structure\nand limit or hinder our ability to conduct business through, receive dividends or distributions from, or transfer funds to the operating\ncompanies, which could cause the value of our securities to significantly decline or become worthless.\n\n \n\n1\n\n \n\n \n\nWe\nface various legal and operational risks and uncertainties related to doing business in China. Our business operations are primarily\nconducted in China, and we are subject to complex and evolving PRC laws and regulations. For example, the PRC government has issued statements\nand regulatory actions concerning areas such as regulatory approvals for overseas offerings and listings by, and foreign investment in,\nChina-based issuers, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy. It remains uncertain how PRC\ngovernment authorities will regulate overseas listings and offerings and whether we can fully comply with applicable regulatory requirements,\nincluding completing filings with the China Securities Regulatory Commission (CSRC), or whether we are required to complete other filings\nor obtain regulatory approvals from the CSRC, or any other PRC government authorities for our overseas offerings and listings. Additionally,\nif future regulatory developments mandate clearance of cybersecurity reviews or other specific actions to be completed by China-based\ncompanies listed on foreign stock exchanges, such as us, we face uncertainties as to whether such clearance can be obtained in a timely\nmanner, or at all. These risks may impact our ability to conduct certain businesses, accept foreign investments, or list and conduct\nofferings on a stock exchange in the United States or any other foreign country. Such risks could result in a material adverse change\nin our operations and the value of our ordinary shares, significantly limit or completely hinder our ability to offer securities to investors,\nor cause the value of such securities to significantly decline or become worthless. For a detailed description of risks related to doing\nbusiness in China, please refer to “Item 3. Key Information-D. Risk Factors- Risks Related to Doing Business in the People’s\nRepublic of China.”\n\n \n\nThe\nPRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas\nby, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to\noffer securities to investors. The implementation of industry-wide regulations in areas such as data security or anti-monopoly could\nlead to a significant decline in the value of our securities. For more details, see “Item 3. Key Information-D. Risk Factors- Risks\nRelated to Doing Business in the People’s Republic of China.”\n\n \n\nRisks\nand uncertainties regarding the interpretation and enforcement of laws, as well as quickly evolving rules and regulations in China, could\nresult in a material adverse change in our operations and the value of our ordinary shares. For more details, see “Item 3. Key\nInformation-D. Risk Factors- Risks Related to Doing Business in the People’s Republic of China.”\n\n** **\n\n**Recent\nRegulatory Development**\n\n** **\n\n**Cybersecurity\nReview Measures**\n\n \n\nOn\nDecember 28, 2021, the Cyberspace Administration of China (the “CAC”) and several other regulatory authorities in China jointly\npromulgated the Cybersecurity Review Measures, which came into effect on February 15, 2022. Pursuant to the Cybersecurity Review Measures,\n(i) the purchase of network products and services by “critical information infrastructure operator” (the “CIIO”)\nand the data processing activities of a network platform operator that affect or may affect national security are subject to the cybersecurity\nreview; (ii) an application for cybersecurity review should be made by the internet platform operator holding personal information of\nmore than one million users before such internet platform operator lists its securities in a foreign country; and (iii) relevant governmental\nauthorities in the PRC may initiate cybersecurity review if they determine an operator’s network products or services or data processing\nactivities affect or may affect national security.\n\n \n\nOn\nJuly 7, 2022, the CAC promulgated the Measures for the Security Assessment of Cross-Border Transfer of Data, which took effect\non September 1, 2022. These measures aim to regulate cross-border transfers of data, requiring, among other things, that data\nprocessors that provide data overseas apply to the CAC for security assessments if: (i) data processors provide important data to\noverseas parties; (ii) critical information infrastructure operators and data processors process personal information of more than\none million individuals provide personal information to overseas parties; (iii) data processors that have cumulatively provided\npersonal information of 100,000 people or sensitive personal information of 10,000 people to overseas parties since January 1 of\nthe previous year provide personal information to overseas parties; and (iv) other scenarios required by the CAC to apply for security\nassessments are met.\n\n \n\nIn\naddition, these measures require data processors to carry out self-assessments of risks of providing data to overseas parties before\napplying to the CAC for security assessments. According to the Provisions on Promoting and Regulating Cross-border Data Flows, which\nwas promulgated by the CAC on March 22, 2024 and came into effect on the same day, if relevant departments or jurisdictions have\nnot informed the data handlers or publicly announced that the data are important data, data handlers are not required to undergo security\nassessment for cross-border data provision.\n\n \n\n2\n\n \n\n \n\nUncertainties\nstill exist in relation to the interpretation and implementation of the Cybersecurity Review Measures. For instance, if we are deemed\nto be a CIIO, our purchases of network products or services, if deemed to be affecting or possibly affecting national security, will\nneed to be subject to cybersecurity review. The critical information infrastructure has a relatively broad definition and the interpretation\nin this regard remains vague. However, the relevant administration departments of each critical industry and sector (the “Protection\nDepartments”) are responsible to formulate eligibility criteria and determine the CIIOs in the respective industry or field. The\noperators will be informed about the final determination as to whether they are categorized as CIIOs from the Protection Departments.\nWe have been closely monitoring regulatory developments in China regarding any necessary approvals from the CAC or other Chinese regulatory\nauthorities required for cybersecurity.\n\n \n\nThe\nmanagement believes that as of the date of this Report: (i) the Company does not hold personal information of over one million users;\n(ii) the Company and its subsidiaries have not been informed by any PRC governmental authority of any requirement that it file for a\ncybersecurity review; and (iii) the Company and its subsidiaries have never disclosed any customer or supplier information within China\n(except when requested by related parties, the company and its subsidiaries tailor their customer or supplier information disclosures\nto the narrowest possible scope), therefore, the Company believes it is not required to pass cybersecurity review of CAC. We are also\nnot aware that there are relevant laws or regulations in the PRC explicitly requiring us to seek approval from the China Securities Regulatory\nCommission for our overseas listing. Further, as of the date of this Report, the Company and its subsidiaries 1) did not collect any\ndata that will or may negatively influence PRC’s national security; and 2) strictly follow the relevant PRC laws and regulations.\nSince these statements and regulatory actions are new, however, official guidance and related implementation rules have not been issued.\nIt is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations\nof our subsidiaries, our ability to accept foreign investments, and our listing on a U.S. exchange. The PRC regulatory authorities may\nin the future promulgate laws, regulations, or implementing rules that require us, our subsidiaries to obtain regulatory approval from\nChinese authorities for listing in the U.S. If we do not receive or maintain the approval, or inadvertently conclude that such approval\nis not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future,\nwe may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering,\nand these risks could result in a material adverse change in our operations and the value of our ordinary shares, significantly limit\nor completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline\nin value or become worthless.\n\n** **\n\n**CSRC\nFiling Requirements**\n\n \n\nOn\nDecember 24, 2021, the China Securities Regulatory Commission, or the “CSRC,” published draft regulations (the “Draft\nRules”) on domestic enterprises issuing securities and being listed overseas. The Draft Rules lay out specific filing requirements\nfor overseas listing and offering by PRC domestic companies and include unified regulation management and strengthening regulatory coordination.\n\n \n\nOn\nFebruary 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of\nOverseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) with five interpretive guidelines (together\nwith the New Overseas Listing Rules, collectively, the “New Overseas Listing Rules”), which came into effect on March 31,\n2023. The New Overseas Listing Rules apply to overseas securities offerings and/or listings conducted by (i) companies incorporated in\nthe PRC, or PRC domestic companies, directly and (ii) companies incorporated overseas with operations primarily in the PRC and valued\non the basis of interests in PRC domestic companies, or indirect offerings. Under the New Overseas Listing Rules, a filing-based regulatory\nsystem applies to “indirect overseas offerings and listings” of companies in mainland China, which refers to securities offerings\nand listings in an overseas market made under the name of an offshore entity but based on the underlying equity, assets, earnings or\nother similar rights of a company in mainland China that operates its main business in mainland China. The New Overseas Listing Rules\nstate that any post-listing follow-on offering by an issuer in an overseas market, including issuance of shares, convertible notes, exchangeable\nnotes and preferred shares, shall be subject to filing requirement within three business days after the completion of the offering. Additionally,\nif we do not obtain the permissions and approvals of the filing procedure for any subsequent offering in a timely manner under PRC laws\nand regulations, we may be subject to investigations by competent PRC regulators, fines or penalties, ordered to suspend our relevant\noperations and rectify any non-compliance, prohibited from engaging in relevant business or conducting any offering, and these risks\ncould result in a material adverse change in our operations, limit our ability to continue to offer securities to investors, or cause\nsuch securities to significantly decline in value or become worthless. Based on our understanding of the rules, although we are not currently\nrequired to submit the filing report to the CSRC in connection with this offering, we may be requested to do so, and upon that time,\nit is uncertain whether such filing can be completed or how long it will take to complete such filing. Any delay in completing such filing\nprocedures might affect the other filing procedures with respect to other applicable circumstances, under the New Overseas Listing Rules\nin the future, such as the secondary listing, primary listing, spin-off listing and making overseas offering and listing anew after being\ndelisted from an overseas exchange, which might affect our future public market financings and capital market transactions. To date,\nthere are uncertainties in the interpretation and enforcement of these new laws and guidelines, which could materially and adversely\nimpact our business and financial outlook and may impact our ability to accept foreign investments, or continue to list on a U.S. or\nother foreign exchange. \n\n \n\n3\n\n \n\n \n\nOn\nFebruary 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets Protection and the National Archives\nAdministration released the revised Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering\nand Listing by Domestic Companies (the “Archives Rules”), which became effective on March 31, 2023. The Archives Rules\nregulate both overseas direct offerings and overseas indirect offerings, providing that, among other things: (i) in relation to the overseas\nlisting activities of PRC enterprises, the PRC enterprises are required to strictly comply with the relevant requirements on confidentiality\nand archives management, establish a sound confidentiality and archives system, and take necessary measures to implement their confidentiality\nand archives management responsibilities; (ii) during the course of an overseas offering and listing, if a PRC enterprise needs to publicly\ndisclose or provide to securities companies, securities service providers or overseas regulators, any materials that contain relevant\nstate secrets, government work secrets or information that has a sensitive impact (i.e., be detrimental to national security or the public\ninterest if divulged), the PRC enterprise should complete the relevant approval/filing and other regulatory procedures; and (iii) working\npapers produced in the PRC by securities companies and securities service providers, which provide PRC enterprises with securities services\nduring their overseas issuance and listing, should be stored in the PRC, and competent PRC authorities must approve the transmission\nof all such working papers to recipients outside the PRC. Any failure or perceived failure by us to comply with the Archives Rules and\nthe confidentiality requirements and other PRC laws and regulations may result in us being held legally liable by competent authorities.\n\n \n\n**A.\nSelected Financial Data**\n\n \n\nThe\nfollowing table sets forth a summary of our consolidated results of operations for the years ended December 31, 2025, 2024, and 2023.\n\n \n\n  \nFor the Years Ended\nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\nTotal revenue \n$105,203,366  \n$126,762,314  \n$129,276,476 \n\nTotal cost of revenue \n$(93,290,366) \n$(112,260,018) \n$(98,956,303)\n\nTotal operating expenses \n$(12,399,613) \n$(14,708,339) \n$(18,985,784)\n\n(Loss) income from operations \n$(486,613) \n$(206,043) \n$11,334,389 \n\nTotal other expenses, net \n$(209,911) \n$(700,292) \n$(1,625,325)\n\n(Loss) income before income taxes \n$(696,524) \n$(906,335) \n$9,709,064 \n\nIncome tax benefits (expenses) \n$(2,070,829) \n$(240,231) \n$(301,898)\n\nNet (loss) income from continuing operations \n$(2,767,353) \n$(1,146,566) \n$9,407,166 \n\nNet income (loss) from discontinued operations \n$3,587,371  \n$(6,272,846) \n$342,880 \n\nNet income (loss) \n$820,018  \n$(7,419,412) \n$9,750,046 \n\n \n\nThe\nfollowing table sets forth selected information from our consolidated balance sheets as of December 31, 2025 and 2024.\n\n \n\n  \nDecember 31,\n2025  \nDecember 31,\n2024 \n\nTotal Current Assets \n$32,110,432  \n$40,272,952 \n\nTotal Non-current Assets \n$2,439,839  \n$7,357,063 \n\nTotal Assets \n$34,550,271  \n$47,630,015 \n\nTotal Current Liabilities \n$19,771,916  \n$17,416,718 \n\nTotal Non-current Liabilities \n$7,006,146  \n$23,122,082 \n\nTotal Liabilities \n$26,778,062  \n$40,538,800 \n\nTotal Shareholders’ Equity \n$7,772,209  \n$7,091,215 \n\nTotal Liabilities and Shareholders’ Equity \n$34,550,271  \n$47,630,015 \n\n \n\n4\n\n \n\n \n\nThe\nfollowing table presents the Company’s summary consolidated cash flow data for the years ended December 31, 2025, 2024 and 2023.\n\n \n\n  \nFor the Years Ended\n\nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\nNet cash (used in) provided by operating activities from continuing operations \n$(3,631,932) \n$(3,727,609) \n$25,474,737 \n\nNet cash provided by (used in) operating activities from discontinued operations \n 4,827,758  \n 1,483,065  \n (1,901,407)\n\nNet cash (used in) provided by investing activities from continuing operations \n (3,971,096) \n (51,771) \n 408,605 \n\nNet cash used in investing activities from discontinued operations \n (311,612) \n (973) \n (154,943)\n\nNet cash provided by (used in) financing activities from continuing operations \n 1,588,334  \n 7,210,978  \n (19,035,175)\n\nNet cash (used in) provided by financing activities from discontinued operations \n (4,490,841) \n (3,169,394) \n 2,819,153 \n\nEffect of exchange rate changes on cash and cash equivalents from continuing operations \n (166,965) \n 285,498  \n (22,045)\n\nEffect of exchange rate changes on cash and cash equivalents from discontinued operations \n 2,952  \n (26,679) \n (34,149)\n\nNet (decrease) increase in cash and cash equivalents, including cash and cash equivalents classified to assets of discontinued operations \n (6,153,402) \n 2,003,115  \n 7,554,776 \n\nLess: net increase (decrease) in cash and cash equivalents of discontinued operations \n 28,257  \n (1,713,981) \n 728,654 \n\nNet (decrease) increase in cash and cash equivalents of continuing operations \n (6,181,659) \n 3,717,096  \n 6,826,122 \n\nCash and cash equivalents of continuing operations at beginning of year \n 15,191,995  \n 11,474,899  \n 4,648,777 \n\nCash and cash equivalents of continuing operations at end of year \n$9,010,336  \n$15,191,995  \n$11,474,899 \n\n  \n\n**B.\nCapitalization and Indebtedness**\n\n \n\nNot\napplicable.\n\n \n\n**C.\nReasons for the Offer and Use of Proceeds**\n\n** **\n\nNot\napplicable.\n\n  \n\n**D.\nRisk Factors**\n\n \n\n*You\nshould carefully consider the risks described below together with all of the other information included in this report before making\nan investment decision with regard to our securities. The statements contained in or incorporated into this report that are not historic\nfacts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially\nfrom those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial\ncondition or results of operations could be harmed. In that case, the trading price of our ordinary shares could decline, and you may\nlose all or part of your investment.* \n\n \n\n5\n\n \n\n \n\n**Risks\nRelated to Able View’s Business and Industry**\n\n** **\n\n**If\nthe e-commerce market in China does not grow, or grows more slowly than we expect, demand for our services and solutions could be adversely\naffected.**\n\n \n\nAble\nView, as a brand management partner, generates revenue from product sales by distributing and selling cross-border products from various\nglobal brand owners to Chinese consumers through e-commerce platforms, and therefore, continued demand from our existing and potential\nfuture brand partners to use our services and solutions depends on whether e-commerce market will continue to grow. Our future results\nof operations will depend on numerous factors affecting the development of the e-commerce industry in China, which may be beyond our\ncontrol. These factors include:\n\n \n\n \n●\nthe\ngrowth of internet, broadband, personal computer and mobile penetration and usage in China, and the rate of any such growth;\n\n \n\n \n●\nthe\ntrust and confidence level of online retail consumers in China, as well as changes in consumers’ demographics, tastes and preferences;\n\n \n\n \n●\nwhether\nalternative retail channels or business models that better address the needs of consumers emerge in China; and\n\n \n\n \n●\nthe\ndevelopment of fulfilment, payment and other ancillary services associated with online purchases.\n\n \n\nIf\nconsumer’s utilization of e-commerce channels in China does not grow or grows more slowly than we expect, demand for our services\nand solutions would be adversely affected, our revenues would be negatively impacted and our ability to pursue our growth strategy would\nbe compromised.\n\n** **\n\n**If\nthe complexities and challenges faced by brand partners seeking to sell online diminish, or if our brand partners increase their in-house\ne-commerce capabilities as an alternative to our solutions and services, demand for our solutions and services could be adversely affected.**\n\n \n\nOne\nof the key attractions of our solutions and services to brand partners is our ability to help cope with the complexities and difficulties\nthey face in the e-commerce market in China. If the level of such complexities and difficulties declines as a result of changes in the\ne-commerce landscape or otherwise, or if our brand partners choose to increase their in-house support capabilities as an alternative\nto our e-commerce solutions and services, our solutions and services may become less important or attractive to our brand partners, and\ndemand for our solutions and services may decline.\n\n** **\n\n**Our\nsuccess is tied to the success of our existing and future brand partners for which we operate their brand e-commerce business, in addition\nto our ability to attract brand partners and customers.**\n\n \n\nOur\nsuccess is substantially dependent upon the continued success of our current brand partners. As we continue to expand and optimize our\nbrand partner base, our future success will also be tied to the success of our future brand partners. We cannot assure you that our efforts\nto attract new brand partners and optimize our brand partner base will continue to be successful. If such efforts fail, it may have a\nmaterial adverse impact on our business performance or results of operation. The retail business in China is intensely competitive. If\nour brand partners were to experience any significant decline in their brand reputations due to any reason, such as newly identified\nquality or safety issues or decreased popularity of their products, or if they were to have any financial difficulties, suffer impairment\nof their brands or if the profitability of, or demand for, their products decreases for any other reason, it could adversely affect our\nresults of operations and our ability to maintain and grow our business. Our business could also be adversely affected if our brand partners’\nproduct sales, marketing, brands or retail stores are not successful or if our brand partners reduce their marketing efforts.\n\n \n\n6\n\n \n\n \n\n**If\nwe are unable to retain our existing brand partners, our results of operations could be materially and adversely affected.**\n\n \n\nWe\nprovide services to help distribute and sell cross-border products from various global brand owners through e-commerce platforms for\nbrand partners primarily pursuant to contractual arrangements with a term typically ranging from 12 to 36 months. The contract renewal\nprocess usually starts at the beginning of the next year and takes around one month to negotiate the annual minimum purchase target.\nAs of the date of this Report, majority of our contracts with our brand partners have been renewed for the calendar year of 2026. Although\nwe are fairly confident that we will be able to renew the contracts annually with these brand partners, there is possibility that these\ncontracts may not be renewed or, if renewed, may not be renewed under the same or more favorable terms for us. We may not be able to\naccurately predict future trends in brand partners renewals, and our brand partners’ renewal rates may decline or fluctuate due\nto factors such as level of satisfaction with our capacities, as well as factors beyond our control, such as level of competition faced\nby our brand partners, their level of success in e-commerce and their spending levels.\n\n \n\nIn particular, some of our existing brand partners\nhave had years of cooperation with us and we generated a significant portion of our net revenue through the sale of products from our\nbrand partners in the stores operated by us. We had 10 brand partners contributing all of our gross merchandise value (GMV) in 2025. For\nthe year ended December 31, 2025, the products sales of our top brand partner, Clarins, contributed over 10% of the Company’s revenue.  \nIf any brand partner terminates or does not renew its business relationship with us, our GMV may be materially and adversely affected.\nIn the past, some brand partners did not renew their business relationships with us, and we cannot assure you that our existing brand\npartners will renew their business relationships with us in the future. If some of our existing brand partners, in particular brand partners\nwith years of cooperation with us, terminate or do not renew their business relationships with us or renew on less favorable terms, and\nwe do not acquire replacement brand partners or otherwise grow our brand partner base, our results of operations may be materially and\nadversely affected.\n\n \n\n**The\nnon-compete provisions in some of our contracts with existing brand partners may restrict us from selling product of, or providing service\nto other brand partners, may negatively influence our development and expansion of our brand partner base.**\n\n \n\nSome\nof our contracts with existing brand partners were based on standard forms proposed by such brand partners that contain non-compete provisions\nprohibiting us from selling products of, or providing similar services to, competitors of such brand partners. Such provision has restricted\nand may continue to restrict the development and expansion of our business with some of our brand partners. As our business further expands,\nwe may engage in business with multiple brand partners that may be in competition with each other and may be subject to similar non-compete\nrestrictions requested from other existing brand partners or future brand partners. We cannot assure you that we will not be found to\nbe in breach of such non-compete provisions with our existing or future brand partners if any of our brand partners brings claims against\nus for breach of such provisions. If any such claim is brought against us and we are found to be in breach of any non-compete provision,\nwe may be subject to potential liabilities and penalties for breach of contracts, including liquidated damages and forfeiture of sales\nbonuses, and our brand partners may decide to terminate their contracts with us, which may cause us to lose revenue. As a result of such\npotential breach, our reputation, financial condition and results of operations may be materially and adversely affected.\n\n \n\nIn\nseveral of our contractual arrangements with our brand partners, there is a provision that specifies a sales volume target for us to\nfulfil within a certain period of time. If we fail to fulfill the sales target number, our brand partners have the right to unilaterally\nterminate the agreement, which may materially and adversely affect our business.\n\n** **\n\n7\n\n \n\n** **\n\n**We\nmay not be able to effectively manage the expansion of our business or optimally implement our business strategies.**\n\n \n\nTo\nrealize our mission of providing comprehensive brand management capabilities to our brand partners, we have expanded our business, and\nplan to continue expanding our business. We have been widening our relationships with existing brand partners to include more offerings,\nprocuring new brand partners with different products, improving our logistic and fulfillment capabilities to support our expanded offering\nand growing through acquisitions of complementary businesses. This expansion has contributed to a heightened level of complexity of our\nbusiness, in terms of both the type and scale of our operations, which may place a significant strain on our operational, financial and\ntechnical resources and increase demands on our management and employees. We cannot assure you that we will be able to manage our expansion\nsuccessfully, and failure to do so may materially and adversely affect our business, financial condition and results of operations.\n\n \n\nWe\nare also continuously executing a number of growth initiatives, strategies and operating plans designed to enhance our business. The\nanticipated benefits from these efforts are based on assumptions that may prove to be inaccurate. Moreover, we may not be able to successfully\ncomplete these growth initiatives, strategies and operating plans and realize all of the benefits that we expect to achieve, such as\nexpanding our product and service offerings, expanding our offline channel coverage, or it may be more costly to do so than we anticipate.\nIn addition, profitability, if any, in the new areas that we expand into may be lower than the profitability in our existing business,\nand we may not be successful enough in these newer areas to recoup our investments in them. If any of these circumstances were to occur,\nour business, financial condition and results of operations may be materially and adversely affected.\n\n** **\n\n**If\nwe fail to maintain our relationships with e-commerce channels or adapt ourselves to emerging e-commerce channels, or if e-commerce channels\notherwise curtail or inhibit our ability to integrate our capabilities with their channels, our capabilities would be less appealing\nto existing and potential brand partners.**\n\n \n\nWe\ngenerate substantially all of our revenues in distributing and selling cross-border products from various global brand owners to Chinese\nconsumers from multiple e-commerce channels, including (i) via online marketplaces, (ii) via distributors, and (iii) directly to end\nconsumers from e-commerce stores operated by Able View. These e-commerce channels have no obligation to do business with us or to allow\nus to have access to their channels in the long term. If we fail to maintain our relationship with these channels, they may decide at\nany time and for any reason to significantly curtail or inhibit our ability to integrate our capabilities with their channels. A majority\nof our platform service agreements have been renewed on an annual basis.\n\n \n\nAdditionally,\nthese channels may decide to make significant changes to their respective business models, policies, systems or plans, and those changes\ncould impair or inhibit our ability or our partners’ ability to leverage our capabilities to sell their products on those channels,\nor may adversely affect the amount of GMV that our partners can sell on those channels, or otherwise reduce the desirability of selling\non those channels. Further, any of these channels could decide to acquire capabilities that would allow them to compete with us. If we\nare unable to adapt to new e-commerce channels as they emerge, our capabilities may be less attractive to our partners. Any of these\ndevelopments could have a material adverse effect on our results of operations.\n\n** **\n\n**If\ncertain mainstream e-commerce channels, such as Tmall and JD.com., fail, we may be negatively influenced.**\n\n \n\nA significant portion of our GMV is derived from\nmerchandise sold or services rendered on Tmall and JD.com, which comprise 29% and 21%, 24% and 7%, and 22% and 8%, respectively of our\ntotal GMV from continuing operations in 2025, 2024, and 2023, respectively. If e-commerce channels such as Tmall and JD.com are not successful\nin attracting consumers or their reputations are adversely affected for whatever reasons, our brand partners may have to cease selling\ntheir products on these channels. As our results of operations rely on the sales performance on these e-commerce channels, a decrease\nin the use of these channels would reduce demand for our services, and we may have to push for more sales on other channels, which requires\nsearch and transition time. Therefore, we cannot assure you that our business and results of operations will not be negatively influenced\nin the short term if such situation arises.\n\n** **\n\n8\n\n \n\n** **\n\n**A\nvariable portion of the revenues we generate from certain brand partners is based upon the amount of GMV, and any change to such pricing\nmechanism may adversely affect our financial results.**\n\n \n\nA\nportion of the revenue we generate from certain brand partners is variable based on GMV generated through such partners’ online\nstores that we operate, based on terms we negotiate with the brand partners. If that GMV were to decline, it does not grow as expected,\nor if our partners demand pricing terms that do not provide for variability based on the value of purchases transacted and settled on\nthe stores operated by us, our revenue, profitability and business prospects may be adversely affected.\n\n \n\nIn\naddition, the ratio of our revenues as a percentage of GMV generated through the online stores that we operate for brand partners could\nvary as their bargaining power increases or our service scope reduces, which could adversely affect our financial results. We also intend\nto focus on high quality GMV categories. Although we are focused on achieving a higher ratio of revenues as a percentage of GMV generated\nthrough the partners’ online stores that we operate, there is no guarantee that we will successfully achieve this and our failure\nto do so could adversely affect our financial results.\n\n** **\n\n**We\nmay not be able to compete successfully against current and future competitors.**\n\n \n\nWe\nface intense competition in the market for being comprehensive brand management partners, and we expect competition to continue to intensify\nin the future. Our contracts with our brand partners are generally not written on an exclusive basis and we generally do not have contractual\nrights to exclude other agents from selling the products of our brand partners under the distribution model. As a result, once brand\npartners decide to switch part of their products sales to our competitors, we may face competition with other brand management providers\nthat our brand partners work with. Increased competition may result in reduced pricing for providing the products or a decrease in our\nmarket share, any of which could negatively affect our ability to retain existing brand partners and attract new brand partners, our\nfuture financial and operating results, and our ability to grow our business.\n\n \n\nA\nnumber of competitive factors could cause us to lose potential sales including:\n\n \n\n \n●\nPotential\nbrand partners may choose to use or develop applications or build e-commerce teams or infrastructures in-house, rather than engage\nus for product sales and brand management;\n\n \n\n \n●\nThe\ne-commerce channels themselves, which typically offer, often free, software tools that allow brand partners to connect to the e-commerce\nchannels, may decide to compete more vigorously with us;\n\n \n\n \n●\nCompetitors\nmay adopt more aggressive pricing policies and offer more attractive sales terms, adapt more quickly to new technologies and changes\nin brand partners’ requirements, and/or devote greater resources to the promotion and sales than we can;\n\n \n\n \n●\nCurrent\nand potential competitors may offer software or services that address one or more online channel management and logistics functions\nat a lower price point or with greater depth than our solutions and may be able to devote greater resources to those than we can;\nand\n\n \n\n \n●\nSoftware\nvendors could bundle channel management solutions with other solutions or offer such products at a lower price as part of a larger\nproduct sale.\n\n \n\nIn\naddition, competition may intensify as our competitors raise additional capital and as established companies in other market segments\nor geographic markets expand into our market segments or geographic markets. If we cannot compete successfully against our competitors,\nour business and our operating and financial results could be adversely affected.\n\n** **\n\n9\n\n \n\n** **\n\n**Material\ndisruption of e-commerce channels could prevent us from providing services to our brand partners and reduce sales in stores operated\nby us.**\n\n \n\nE-commerce\nchannels could cease operations unexpectedly due to a number of events, including interruptions in telecommunication services, computer\nviruses or unlawful access to e-commerce channels. Any material channel downtime or disruption could prevent us from providing services\nto our brand partners and reduce sales in stores operated by us. If one or more of the e-commerce channels we operate on experience downtime\nor disruption, the adverse effects of such downtime and disruption could be significant to our operations as a whole.\n\n** **\n\n**The\nproper functioning of the technology platforms provided by third parties is essential to our business. Any failure to maintain the satisfactory\nperformance of such platform could materially and adversely affect our business and reputation.**\n\n \n\nThe\nsatisfactory performance, reliability and availability of the technology platforms provided by third parties are critical to our success\nand our ability to attract and retain brand partners and provide quality customer services. Any system interruptions caused by telecommunications\nfailures, errors encountered during system upgrades or system expansions, computer viruses, hacking or other attempts to harm our systems\nthat result in the unavailability or slowdown of the technology platform, degraded order fulfillment performance, or additional shipping\nand handling costs may, individually or collectively, materially and adversely affect our business, reputation, financial condition and\nresults of operations.\n\n \n\nWe\nuse platforms and applications provided by third parties, such as those provided by Tmall and JD, to manage and operate our business,\nwhich we regard as the best method to maximize our profitability. If any of these platforms fails, becomes disabled or is disrupted,\neven for a limited period of time, our businesses may be disrupted and we could suffer financial loss, liability to clients, loss of\nclients, or damage to our reputation, any of which could have a material adverse effect on our results of operation or financial condition.\nIn addition, these third-party providers may cease providing us the access to use the platforms, elect to not renew their agreements\nwith us on commercially reasonable terms or at all, breach their agreements with us or fail to satisfy our expectations, which could\nadversely impact our operations and require us to incur costs which could materially adversely affect our results of operation or financial\ncondition.\n\n \n\nIn\naddition, any system failure or interruption could cause material damage to our reputation and brand image if our systems are perceived\nto be insecure or unreliable. The servers may also be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions,\nwhich could lead to system interruptions, website slowdown or unavailability, delays or errors in transaction processing, loss of data\nor the inability to accept and fulfill consumers’ orders. Security breaches, computer viruses and hacking attacks have become more\nprevalent in our industry. We have experienced system failure and interruption in the past and may experience in the future such attacks\nand unexpected interruptions. We can provide no assurance that the current security mechanisms will be sufficient to protect the IT systems\nwe are using from any third-party intrusions, viruses or hacker attacks, information or data theft or other similar activities. Any such\nfuture occurrences could materially and adversely affect our business, reputation, financial condition and results of operations.\n\n \n\nAdditionally,\nsystem upgrade and improvement are essential to support our business growth, and failure to do so could impede our growth. However, we\ncannot assure you that these third parties who provide us the access to the platforms will be executing these system upgrades and improvement\nstrategies in a timely fashion or succeed in doing so at all. In particular, the systems may experience interruptions during upgrades,\nand the new technologies or infrastructures may not be fully integrated with the existing systems on a timely basis, or at all. If the\ntechnology platform we are using or will use does not function properly, it could cause system disruptions and slow response times, affecting\ndata transmission, which in turn could materially and adversely affect our business, financial condition and results of operations.\n\n \n\nWe\nalso rely on technologies that we license from third parties, such as Microsoft, Adobe and certain management information systems. These\nlicenses may not continue to be available to us on commercially reasonable terms or at all in the future. As a result, we may be required\nto obtain substitute technologies. There is no assurance that we will be able to obtain such substitute technologies on commercially\nreasonable terms, or at all, which could negatively affect the functionality of our technological platform and our business operations.\n\n** **\n\n10\n\n \n\n** **\n\n**We\nhave experienced substantive growth in recent years, and failure to manage our growth and return to or maintain profitability could harm\nour business and prospects.**\n\n \n\nWe\nhave experienced substantive growth in recent years. Our total net revenues increased from $0.14 million in 2016 to $105.2 million in\n2025, representing a compound annual growth rate of 108%. However, there is no assurance that we will be able to maintain our historical\ngrowth rates in future periods. Our revenue growth may slow, or our revenues may decline for many reasons, including competition, slower\ngrowth of the China retail or China online retail sales, fulfillment bottlenecks, emergence of alternative business models, changes in\ngovernment policies and other general economic conditions.\n\n \n\nOur\ngrowth has placed, and continues to place, significant strain on our management and resources. We anticipate that we will need to implement\nnew or upgraded operational and financial systems, procedures and controls, including the improvement of our accounting and other internal\nmanagement systems. We also need to expand, train, manage and motivate our workforce and manage our relationships with our partners,\nsuppliers, third-party merchants and other service providers. To return to or maintain profitability, we must implement such upgrades,\nmanage our workforce cost-effectively and manage our cost of products and operating expenses. We cannot assure you that we will be able\nto manage our growth or return to or maintain profitability or execute our strategies effectively, and any failure to do so may have\na material adverse effect on our business and prospects. Accordingly, our historical performance may not be indicative of future operating\nresults.\n\n** **\n\n**Any\noccurrence of a natural disaster, health epidemic or similar development could have a material adverse effect on our business.**\n\n \n\nOur\nbusiness could be materially and adversely affected by natural disasters, such as earthquakes, floods, snowstorms, typhoons, or fires,\nwidespread health epidemics, such as avian influenza, swine flu, severe acute respiratory syndrome, or SARS, Ebola, Zika, or other events,\nsuch as wars, acts of terrorism, environmental accidents, power shortage or communication interruptions. Such developments in China or\nelsewhere could disrupt our business and operations, cause a temporary closure of facilities we use for our operations, and have a material\nadverse effect on our business, financial condition and results of operations.\n\n \n\nIn\nrecent years, there have been outbreaks of health epidemics in various countries globally, which may disrupt supply chains and diminish\ne-commerce fulfilment and logistics capabilities, as well as result in weaker consumer demand; all these consequences may have an adverse\nimpact on our business, financial condition and results of operations. If there is any other epidemic or pandemic that causes harm to\nglobal economy, our results of operations will likely be adversely and materially affected.** **\n\n** **\n\n**Our\nresults of operations are subject to fluctuations due to the seasonality of our business and other events.**\n\n \n\nWe\nexpect to experience seasonal fluctuations in our revenues. These seasonal patterns have caused and will continue to cause fluctuations\nin our operating results. Our results of operations historically have been seasonal primarily because consumers increase their purchases\nduring particular promotional activities, such as Singles Day (an online sales promotions event that falls on or around November 11 each\nyear) promotion and the impact of seasonal buying patterns within certain categories such as sunscreen. In addition, we generally experience\na lower level of sales activity in the first quarter due to the Chinese New Year holiday, during which consumers generally spend less\ntime shopping online and businesses in China are generally closed.\n\n \n\nIn\nanticipation of increased sales activity during peak seasons, we increase our inventory levels and incur additional expenses. If our\nseasonal revenues are below expectations, our operating results could be below the expectations of securities analysts and investors.\nDue to the nature of our business, it is difficult to predict the impact of this seasonality on our business and financial results. In\nthe future, our seasonal sales patterns may become more pronounced, may strain our personnel, customer service operations, fulfillment\noperations and shipment activities and may cause a shortfall in revenues compared to expenses in a given period. As a result, the trading\nprice of our Class B Ordinary Shares may fluctuate from time to time due to seasonality.\n\n \n\n11\n\n \n\n \n\nIn\naddition, if too many consumers access the online stores operated by us within a short period of time due to increased promotions or\nother demand surges, we may experience system interruptions that make such online stores unavailable or prevent us from transmitting\norders to our fulfillment operations. Any such system interruptions may reduce the volume of transactions in the stores that we operate\nas well as the attractiveness of such online stores to consumers. In anticipation of increased sales activity during peak seasons, we\nand our brand partners increase our inventory levels. If we and our brand partners do not increase inventory levels for popular products\nin sufficient amounts or are unable to restock popular products in a timely manner, we and our brand partners may fail to meet customer\ndemand, which could reduce the attractiveness of such online stores. Alternatively, if we overstock products, we may be required to take\nsignificant inventory markdowns or write-offs under the distribution model, which could reduce profits. Either of these outcomes may\nlead our brand partners to reduce their engagement with us.\n\n** **\n\n**Our\nsubstantial level of indebtedness could adversely affect our financial condition.**\n\n \n\nWe have a substantial amount of short-term indebtedness\nat various interest rates. As of December 31, 2025, we had a total short term indebtedness liability of approximately $9.3 million and\ntotal long term indebtedness liability of approximately $6.9 million, relative to a twelve-month net income of approximately $0.8 million\nin the twelve months ended at the same date and a total liability of approximately $26.8 million as of the same date. This short-term\nindebtedness includes short term borrowings from banks, financial institutions and third parties.\n\n \n\nDuring the years ended December 31, 2025 and 2023, we entered into\ncertain loan agreements with certain financial institutions, pursuant to which we borrowed $5.4 million and $9.5 million, respectively,\nfrom these financial institutions. The borrowings bore interest rates ranging between 8.8% and 9.0% per annum. For the year ended December\n31, 2024, we did not borrow from financial institutions. For the years ended December 31, 2025, 2024 and 2023, we repaid borrowings of\n$2.5 million, $0.7 million and $17.9 million, respectively. The loans outstanding as of December 31, 2025 were with the maturity dates\ndue through December 2026.\n\n \n\nDuring the year ended December 31, 2025, 2024\nand 2023, we entered into a loan agreement with a bank, pursuant to which we borrowed $21.1 million, $33.4 million and $48.4 million,\nrespectively. The loans were renewed upon maturity, with final maturities dates extending through October 2026.  The borrowing bore\ninterest rates ranging between 3.2% and 7.5% per annum. For the year ended December 31, 2025, 2024 and 2023, we repaid borrowings of $23.4\nmillion, $32.3 million and $53.0 million, respectively. The short-term loans were pledged by the accounts receivables due from customers. \n\n \n\nDuring the year ended December 31, 2024, we entered into another loan\nagreement with an additional bank, pursuant to which we borrowed $4.9 million with maturity dates due through October 2025. The loans\nwere renewed upon maturity, with final maturity dates extending through October 2026. The borrowings bore interest rates ranging between\n4.6% and 5.1% per annum. For the years ended December 31, 2025 and 2024, we did not repay the bank. \n\n \n\nDuring the year ended December 31, 2025, we entered\ninto one additional loan agreement with another bank, pursuant to which we borrowed $0.7 million with maturity date due in July 2026.\nThe borrowings bore an interest rate of 2.5% per annum. The borrowing is guaranteed by Mr. Wang Jun, who is the Chief Executive Officer\nof Weitong and a shareholder of the Company.\n\n \n\nOur\nsubstantial level of indebtedness could have important consequences, including the following:\n\n \n\n \n●\nwe\nmust use a substantial portion of our cash flow from operations to pay interest and principal on these loans, which will reduce funds\navailable to us for other purposes such as working capital, capital expenditures, other general corporate purposes and potential\nacquisitions;\n\n \n\n \n●\nour\nability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions\nor general corporate purposes may be impaired;\n\n \n\n \n●\nwe\nwill be exposed to fluctuations in interest rates and currency exchange rates;\n\n \n\n12\n\n \n\n \n\n \n●\nour\nleverage may be greater than that of some of our competitors in the same markets, which may put us at a competitive disadvantage\nand reduce our flexibility in responding to current and changing industry and financial market conditions;\n\n \n\n \n●\nwe\nmay be more vulnerable to the economic downturns and adverse developments in our business;\n\n \n\n \n●\nwe\nmay be unable to comply with financial and other restrictive covenants in our debt agreements, which could result in an event of\ndefault that, if not cured or waived, may result in adverse effect on our business and prospects, and force us into bankruptcy or\nliquidation; and\n\n \n\n \n●\nin\nthe event of insolvency, liquidation, reorganization, dissolution or other winding up of our business, if there are not sufficient\nassets remaining to pay all creditors, then all or a portion of the amounts due on some of our indebtedness then outstanding may\nremain unpaid.\n\n \n\nWe\nmay incur substantial additional indebtedness in the future, subject to the restrictions contained in our existing indebtedness. For\nexample, we may incur additional debt to fund our business and strategic initiatives. If we incur additional debt and other obligations,\nthe risks associated with our leverage and the ability to service such debt would increase.\n\n \n\nOur\nability to meet expenses, to remain in compliance with our covenants under our debt arrangements and to make future principal and interest\npayments in respect of our debt arrangements depends on, among other things, our operating performance, competitive developments and\nfinancial market conditions, all of which are significantly affected by financial, business, economic and other factors. We are not able\nto control many of these factors. Accordingly, our cash flow may not be sufficient to allow us to pay principal and interest on our debt\nand meet our other obligations. If we are unable to obtain funding in a timely manner or on commercially acceptable terms, we may not\nbe able to meet our payment obligations under our indebtedness.\n\n** **\n\n**If\nwe fail to manage our accounts receivable effectively or fail to collect our accounts receivable, our results of operations, financial\ncondition and liquidity may be materially and adversely affected.**\n\n \n\nWe generally receive funds which are created\nby our flagship online stores from the e-commerce platforms within one month, and from other e-commerce platforms and third-party distributors\nwithin one to two months after online consumers have confirmed receipt of goods. We normally provide our brand partners with a credit\nperiod of one month to four months. As of December 31, 2025 and 2024, our accounts receivable due from continuing operations were $12.8\nmillion and $15.0 million, respectively. Our accounts receivable turnover days were 48 days and 39 days in 2025 and 2024, respectively.\nThe amount and turnover days of our accounts receivable may increase in the future, which will make it more challenging for us to manage\nour working capital effectively and our results of operations, financial conditions and liquidity may be materially and adversely affected.\nIn addition, if some brand partners refuse to settle their accounts receivable, we may need to initiate legal proceedings for collection.\nThere is no guarantee that we will finally collect such accounts receivable.\n\n** **\n\n**If\nwe fail to manage our inventory effectively, our results of operations, financial condition and liquidity may be materially and adversely\naffected.**\n\n \n\nWe\nassume inventory ownership of the products of all of our brand partners and thus are subject to inventory risk. We deploy different strategies\nto deal with non-seasonal and seasonal demands and make adjustments to our procurement plan in order to minimize the chance of excess\nunsold inventory and manage our product costs. Demand for products, however, can change significantly between the time inventory is ordered\nand the date by which we target to sell it. Demand may be affected by seasonality, new product launches, fashion trends, changes in product\ncycles and pricing, product defects, changes in consumer spending patterns and habits, changes in consumer tastes with respect to our\nproducts and other factors. In addition, when we begin selling a new product, it may be difficult to determine appropriate product selection\nand accurately forecast demand.\n\n \n\n13\n\n \n\n \n\nOur inventories were $3.3 million and $6.3 million\nas of December 31, 2025 and 2024, respectively. The decrease in inventory balance was primarily because we lowered our stocks of inventories\nas of December 31, 2025, which was in line with the decrease in revenues. Our inventory turnover days were 20 days and 35 days in 2025\nand 2024, respectively. Inventory turnover days for a given period are equal to the average inventory balances as of the beginning and\nthe end of the period, divided by total cost of products during the period and multiplied by the number of days during the period.\n\n \n\nWe\ncannot assure you that we will be able to effectively manage our inventories and product costs. The amount and turnover days of our inventories\nmay increase in the future, which will make it more challenging for us to manage our working capital effectively. If we fail to manage\nour inventory effectively, we may be subject to a heightened risk of inventory obsolescence, a decline in inventory values, and significant\ninventory write-downs or write-offs. Our inventory may also be damaged due to natural disasters or accidents, such as fire accidents.\nIn addition, we may be required to lower sale prices in order to reduce inventory level, which may lead to lower margins. Any of the\nabove may materially and adversely affect our results of operations and financial condition.\n\n \n\nOn\nthe other hand, if we underestimate demand for our products, or if our brand partners under the distribution model fail to supply quality\nproducts in a timely manner or if there is any natural disaster or outbreak of pandemic or epidemic that disrupts supply chain, we may\nexperience inventory shortages, which might result in missed sales, diminished brand loyalty and lost revenues, any of which could harm\nour business and reputation.\n\n \n\n**We\nrely on marketing and promotional arrangements we signed with online services, search engines, and other websites to drive traffic to\nthe stores we operate and for our other customers. If we are unable to enter into or properly maintain and manage these marketing and\npromotional arrangements, our ability to generate revenue could be adversely affected.**\n\n \n\nWe\nhave entered into marketing and promotional arrangements with online services, search engines, and other websites to provide content,\nadvertising banners and other links to our brand partners’ e-commerce businesses. We expect to rely on these arrangements as significant\nsources of traffic to our brand partners’ e-commerce businesses and to attract new brand partners. We also provide digital marketing\nservices to our other customers. If we are unable to maintain these relationships or enter into new arrangements on acceptable terms,\nour ability to attract new brand partners and new customers could be harmed. Further, many of the parties with which we may have online\nadvertising arrangements provide advertising services for other marketers of goods. As a result, these parties may be reluctant to enter\ninto or maintain relationships with us. Failure to achieve sufficient traffic or generate sufficient revenue from purchases originating\nfrom third parties may limit our brand partners’ and our ability to maintain market share and revenue and affect our profitability.\nMoreover, if we are unable to manage and conduct marketing and promotional activities for our clients cost-effectively, they may turn\nto other alternatives, reducing our revenues and potentially materially adversely affecting our business and reputation.\n\n** **\n\n**We\nmay not be able to respond to rapid changes in e-commerce platform’s developments.**\n\n \n\nThe\ne-commerce marketplace is characterized by rapid technological changes and frequent changes in rules, specifications and other requirements\nfor our brand partners to be able to sell their merchandise on particular channels. Our ability to retain and attract brand partners\ndepends in large part on our ability to improve our existing capabilities and introduce new practices that can adapt quickly to the emerging\nchannels, such as Douyin and Xiaohongshu, and these changes in channel technologies. To achieve market acceptance for our practices,\nwe must effectively anticipate and conduct activities that meet emerging channels and frequently change channel requirements in a timely\nmanner. If we fail to do so, our ability to renew our contracts with existing brand partners will be impaired.\n\n** **\n\n14\n\n \n\n** **\n\n**If\nwe and our brand partners fail to anticipate changes in consumers’ buying preferences and adjust product offering and merchandising\nof the stores that we operate accordingly, our results of operation may be materially and adversely impacted.**\n\n \n\nOur\nsuccess depends, in part, upon our ability and our brand partners’ ability to anticipate and respond to consumer trends with respect\nto products sold through the stores that we operate and other channels we distribute products to. Constantly changing consumer preferences\nhave affected and will continue to affect the retail industry. We must stay abreast of emerging consumer preferences and anticipate product\ntrends that will appeal to existing and potential consumers. Our dedicated online store operation teams work closely with our brand partners\nto manage inventory and site content of the brand stores that we operate. In order to be successful, we and our brand partners must accurately\npredict consumers’ tastes and avoid overstocking or understocking products. If we or our brand partners fail to identify or respond\nto changes in merchandising and consumer preferences, sales of our brand partners’ e-commerce businesses could suffer and we or\nour brand partners could be required to mark down unsold inventory, which could negatively impact on our financial results.\n\n** **\n\n**Any\ndeficiencies in China’s telecommunication infrastructure could impair our ability to conduct e-commerce and materially and adversely\naffect our results of operations.**\n\n \n\nOur\nbusiness depends on the performance and reliability of the telecommunication infrastructure in China. The availability of the technology\nplatforms provided by third parties depends on telecommunications carriers and other third-party providers for communications and storage\ncapacity, including bandwidth and server storage, among other things. Almost all access to the internet and mobile network is maintained\nthrough state-owned telecommunication carriers under administrative control, and we obtain access to end-user networks operated by such\ntelecommunications carriers and service providers to present our internet platform to consumers. We have experienced service interruptions\nin the past, which were typically caused by service interruptions at the underlying external telecommunications service providers, such\nas the internet data centers and broadband carriers from which we lease services. Service interruptions prevent brand partners from utilizing\nour technology platform, and frequent or extended interruptions could frustrate consumers and discourage them from attempting to place\norders, which could cause us and our brand partners to lose consumers and adversely affect our results of operations.\n\n** **\n\n**Software\nfailures or human errors could cause us to oversell our brand partners’ inventory or misprice their offerings, which would hurt\nour reputation.**\n\n \n\nWe,\non behalf of our brand partners, automate the allocation of the inventories simultaneously across multiple online channels, as well as\nto ensure that the sales comply with the policies of each channel. In the event that our automated allocations do not function properly,\nor if there are human errors on the part of our service staff, we may sell more inventories than we actually have in stock or make sales\nthat violate channel policies. Errors in the software we use or human error could cause transactions to be incorrectly processed and\nwould cause GMV and our fees to be overstated. We have experienced rare instances of such errors in the past and might experience similar\noccurrences in the future which could hurt our business reputation. Brand partners could also seek recourse against us in these cases.\n\n** **\n\n**Any\ninterruption in our fulfillment operations for an extended period may have an adverse impact on our business and financial condition.**\n\n \n\nOur\nability to process and fulfill orders accurately depends on the smooth operation of our fulfillment and warehousing network. Warehouses\nrented by us may be vulnerable to damage caused by fire, flood, power outage, telecommunications failure, break-ins, earthquake, human\nerror and other events. If any of our fulfillment and logistics infrastructures were rendered incapable of operations, then we may be\nunable to fulfill any orders from the affected infrastructure. We do not carry business interruption insurance to protect us from natural\ndisasters and force majeure risks, and the occurrence of any of the foregoing risks could have a material adverse effect on our business,\nprospects, financial condition and results of operations.\n\n** **\n\n15\n\n \n\n** **\n\n**We\ndepend on third-party delivery service providers to deliver products to consumers, and if they fail to provide reliable delivery services\nour business and reputation may be materially and adversely affected.**\n\n \n\nWe\nrely on third-party delivery service providers to deliver products to consumers, and any major interruptions to or failures in these\nthird parties’ delivery services could prevent the timely or successful delivery of products. These interruptions may be due to\nunforeseen events that are beyond our control or the control of these third-party delivery companies, such as inclement weather, natural\ndisasters, transportation interruptions, fire incidents, labor unrest or shortage, pandemics or epidemics. If products are not delivered\non time or are delivered in a damaged state, consumers may refuse to accept products and may claim refund from us or our brand partners,\nand brand partners and consumers may have less confidence in our services. As a result, we may lose brand partners, and our financial\ncondition and reputation could suffer.\n\n** **\n\n**Our\nservice partners’ failure to effectively manage the capacity and utilization of the warehouse we use could have a material adverse\neffect on our business and results of operation.**\n\n \n\nAs\nof the date of this Report, all of our warehouses are operated and managed by third parties, which we engage with through several service\nagreements. These service partners may not be able to effectively manage our inventories or timely provide enough space for our storage,\nand we may have to enforce the agreements through legal remedies, which may be expensive and costly. If they fail to effectively manage\nthe warehouse facilities, we may have to find more service partners to provide similar services, and our costs will rise as a percentage\nof revenue. In addition, since we operate the warehouse through our services providers relying on service agreements, we cannot control\nthe method on how they manage the warehouse and our inventories, and if their management cannot satisfy or sudden incident occur during\ntheir management, we may be forced to switch to other warehouses managed by other services providers. We cannot assure we are able to\nfind substitute immediately. There can be no assurance that failure to manage our warehouse capacity and utilization will not have a\nmaterial adverse effect on our business and results of operation.\n\n** **\n\n**We\nare subject to third-party payment processing related risks.**\n\n \n\nWe\naccept payments using a variety of methods, including online payments with credit cards and debit cards issued by major banks in China,\npayment through third-party online payment platforms such as Alipay and WeChat Pay, and payment on delivery. For certain payment methods,\nincluding credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower\nour profitability. We may also be subject to fraud and other illegal activities in connection with the various payment methods we offer,\nincluding online payment and payment on delivery options. We are also subject to various rules, regulations and requirements, regulatory\nor otherwise, governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us\nto comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our\nability to accept credit and debit card payments from consumers, process electronic funds transfers or facilitate other types of online\npayments, and our business, financial condition and results of operations could be materially and adversely affected.\n\n \n\n**If\nwe are unable to provide high-quality customer service, our business and results of operations may be materially and adversely affected.**\n\n \n\nWe\ndepend on our customer service representatives in our customer service center to provide live assistance to customers. If our online\ncustomer service representatives fail to satisfy the individual needs of consumers, the sales of our brand partners’ products could\nbe negatively affected, and we may lose potential or existing brand partners, which could have a material adverse effect on our business,\nfinancial condition and results of operations. In addition, our business generates and processes a large amount of data, and the improper\nuse or disclosure of such data could harm our reputation as well as have a material adverse effect on our business and prospects.\n\n** **\n\n16\n\n \n\n** **\n\n**Negative\npublicity, including negative internet postings, about us, our Able View brand, management, brand partners and product offerings may\nhave a material adverse effect on our business, reputation and the trading price of our ordinary shares.**\n\n \n\nNegative\npublicity about us, our Able View brand, management, brand partners and product offerings may arise from time to time. Negative comments\nabout the stores operated by us, products offered in such stores, our business operation and management may appear on internet postings\nand other media sources from time to time and we cannot assure you that other types of negative publicity of a more serious nature will\nnot arise in the future. For example, if our customer service representatives fail to satisfy the individual needs of our consumers,\nour consumers may become disgruntled and disseminate negative comments about our product offerings and services. In addition, our brand\npartners may also be subject to negative publicity for various reasons, such as consumers’ complaints about the quality of their\nproducts and related services or other public relation incidents of such brand partners, which may adversely affect the sales of products\nof these brand partners in the stores operated by us and indirectly affect our reputation.\n\n \n\nMoreover,\nnegative publicity about other online retailers or brand management player in China may arise from time to time and cause consumers and\nsuppliers to lose confidence in the products and services we offer. Any such negative publicity, regardless of veracity, may have a material\nadverse effect on our business and financial results, our reputation and the trading price of our ordinary shares.\n\n** **\n\n**If\ncounterfeit products are sold in the stores we operate or other channels where the products are distributed, our reputation and financial\nresults could be materially and adversely affected.**\n\n \n\nWe\nrepresent reputable brands, and we source goods from our brand partners directly or through third party procurement agents authorized\nby our brand partners. However, their measures of safeguarding against counterfeit products may not be adequate. Although we have indemnity\nclauses in most of our contracts with our brand partners, sales could decline and we may suffer reputational harm. We may be subject\nto sanctions under applicable laws and regulations if we are deemed to have participated or assisted in infringement activities associated\nwith counterfeit goods, which may include injunctions to cease infringing activities, rectification, compensation, administrative penalties\nand even criminal liability, depending on the gravity of such misconduct. Furthermore, counterfeit products may be defective or inferior\nin quality as compared to authentic products and may pose safety risks to consumers. If consumers are injured by counterfeit products\nsold through the stores we operate or the platform we operated, we may be subject to lawsuits, severe administrative penalties and criminal\nliability. We believe our reputation is extremely important to our success and our competitive position. The discovery of counterfeit\nproducts sold through the stores we operate or the platform we operated may severally damage our reputation among brand partners, and\nthey may refrain from using our services in the future, which would materially and adversely affect our business operations and financial\nresults.\n\n \n\n**Any\nlack of requisite approvals, licenses or permits applicable to our business or failure to comply with PRC Laws and regulations may have\na material and adverse impact on our business, financial condition and results of operations.**\n\n \n\nOur\nmainland China subsidiaries are subject to supervision and regulation by relevant PRC government authorities, including without limitation\nthe Ministry of the Commerce, or the MOFCOM, the Ministry of Industry and Information Technology, or the MIIT, the State Administration\nfor Market Regulation, or the SAMR and National Medical Products Administration. These government authorities promulgate and enforce\nregulations that cover many aspects of online retailing and distribution of products such as food and medical devices, including scope\nof permitted business activities, licenses and permits for business operation, and restrictions on foreign investments. Meanwhile, the\nbrand partners we partner with are also obliged to hold licenses and meet regulatory requirements in order to sell products themselves\nor through our e-commerce capabilities. While we currently hold all material licenses and permits required for our business operations,\nwe cannot assure you that we will be able to renew these licenses and permits upon their expiration or to expand the current business\nscope of these licenses and permits when required, obtain any license or permit that is in application, or obtain new licenses or permits\nin the future as a result of our business expansion, change in our business operations or change in laws and regulations applicable to\nus.\n\n \n\n17\n\n \n\n \n\nAs\ne-commerce business via internet and mobile network is still evolving in China, new laws and regulations may be adopted from time to\ntime, and substantial uncertainties exist regarding interpretation and implementation of current and future PRC Laws and regulations\napplicable to our business operations. We cannot assure you that our current business activities will not be found in violation of any\nfuture laws and regulations or any of the laws and regulations currently in effect due to changes in the relevant authorities’\ninterpretation of these laws and regulations. For example, the MIIT released the new Classified Catalog of Telecommunications Services,\nor the Telecommunication Catalog, on December 28, 2015, which came into effect on March 1, 2016, and later amended on June 6, 2019, and\nspecifies that information services provided through mobile networks are recognized as internet information services. According to relevant\nMIIT rules, service providers, like operators of mobile application stores, will be required to meet certain qualifications, including\nobtaining a value-added telecommunication license, or a VAT License, covering internet information services rendered through mobile network,\nor an ICP License. In addition, according to the Telecommunication Catalog and other MIIT rules, operating a marketplace platform that\nconnects sellers and buyers is categorized as online data processing and transaction processing services, and therefore such service\nproviders are required to obtain a VAT License covering online data processing and transaction processing services. Given that the current\nbusiness conducted by our PRC Operating Entities does not involve in operating a marketplace platform or providing any services concerning\nonline data processing and transaction processing, we are not required to obtain the VAT License or ICP License. However, we cannot assure\nyou that our current business activities will not be required to obtain such licenses in the future due to changes in the relevant MIIT\nlaws and regulations or the authorities’ interpretation of these laws and regulations. With the expansion of our business in the\nfuture, we may be required to obtain other required licenses or expand the current scope of the licenses we hold to cover internet information\nservices rendered through mobile networks or to cover other scopes such as online data processing and transaction processing service\n(in addition to operational e-commerce) that may be required by the government authorities from time to time.\n\n \n\nOur\nbusiness as operated by our Hong Kong subsidiaries is also subject to supervision and regulation by relevant government authorities in\nHong Kong, including without limitation the Companies Registry and Business Registration Office, which, among other things, require us\nto complete certain registrations and to obtain various licenses and permits for our operations. As of the date of this Report, our Hong\nKong subsidiaries is not required to obtain any special licenses and permits other than certificates of incorporation and business registration\ncertificates, which are basic corporate documents for each company. While we currently hold all licenses and permits required for our\nbusiness operation in Hong Kong, we cannot assure you that we will be able to renew these licenses and permits upon their expiration\nor to expand the current business scope of these licenses and permits when required, obtain any license or permit that is in application,\nor obtain new licenses or permits in the future as a result of our business expansion, change in our business operations or change in\nlaws and regulations applicable to us.\n\n \n\nIf\nwe fail to adapt to any new regulatory requirement or any competent government authority considers that we operate our business operation\nwithout any requisite license, permit or approval, or otherwise fail to comply with applicable regulatory requirements, we may be subject\nto administrative actions and penalties, including fines, confiscation of our incomes, revocation of our licenses or permits, or, in\nsevere cases, cessation of certain business. In addition, if our brand partners are found by government authorities to have operated\ntheir business through us without requisite approvals, licenses or permits or otherwise to be in violation of applicable laws and regulations,\nthey may be ordered to take rectification actions. Any of these actions may have a material and adverse effect on our business, financial\ncondition and results of operations.\n\n** **\n\n**Our\nleased property interests may be defective and our right to lease and use the properties affected by such defects may be challenged,\nor we may fail to extend or renew our current leases or locate desirable alternatives for our facilities on commercially acceptable terms,\nwhich could cause significant disruption to our business.**\n\n \n\nWe lease 5 premises in mainland China for our offices, as of the date\nof this Report. Some of the lessors of these leases have not provided\nus with sufficient documents to prove their ownership of the premises or their rights to lease the premises to us for our intended use.\nWe may not be able to maintain such leases if the lessors are not legal owners of the properties or do not have competent authorization\nfrom the legal owners of the properties or have not obtained requisite governmental approvals in respect of our leases. In addition,\nwe cannot assure you that we will be able to successfully extend or renew our leases upon expiration of the current term or locate desirable\nalternatives for our facilities on commercially reasonable terms or at all and may therefore be forced to relocate our affected operations.\nPursuant to *the Administrative Measure for Commodity House Leasing*, the parties to house leasing shall, within 30 days after the\nexecution of the house leasing contract, submit the house leasing registration and filing formalities at the relevant construction or\nreal estate administrative department at the place where the leased house is located. Otherwise, anyone failing to complete the leasing\nregistration and filing will be ordered to make corrections within a prescribed time limit and/or be subject to a fine ranging from RMB\n1,000 (approximately USD140) to RMB 10,000 (approximately USD1,403) if we fail to make corrections within such prescribed time limit.\nA substantial portion of our leasehold interests in leased properties has not been registered with the relevant PRC government authorities\nas required by PRC law, which may expose us to potential fines if we fail to remediate after receiving any notice from the relevant PRC\ngovernment authorities. As of the date of this Report, we are not aware of any actions, claims or investigations being contemplated by\ngovernment authorities with respect to the defects in our leased real properties or any challenges by third parties to our use of these\nproperties. However, if third parties who purport to be property owners challenge our right to use the leased properties, we cannot assure\nyou that we will be able to successfully protect our leasehold interest, to extend or renew our leases upon expiration of the current\nterm or locate desirable alternatives for our facilities on commercially reasonable terms or at all, and may therefore be forced to relocate\nour affected operations, which would in turn materially and adversely affect our business and operating results.\n\n \n\n18\n\n \n\n \n\nIn\naddition, we may acquire certain land use rights and titles in the relevant buildings for business operation purposes from time to time.\nOur use of the land and buildings we acquired may not be consistent with their approved usage, and some approvals, licenses and permits\nmay be yet to be obtained for the construction and continuous use of such buildings. We cannot assure you that we will be able to successfully\nremedy the defects or obtain all the requisite approvals, licenses or permits. These could disrupt our operations and result in significant\nrelocation expenses, which could adversely affect our business, financial condition and results of operations. In addition, we compete\nwith other businesses for premises at certain locations or of certain sizes. As a result, even if we could extend or renew our leases,\nrental payments may significantly increase as a result of the high demand for the leased properties. In addition, we may not be able\nto locate desirable alternative sites for our facilities as our business continues to grow and failure in relocating our affected operations\ncould adversely affect our business and operations.\n\n** **\n\n**We\nmay be subject to product liability claims that could be costly and time-consuming.**\n\n \n\nWe\nsell products manufactured by third parties, some of which may be defective. If any product that we sell were to cause personal injury\nor injury to property, the injured party or parties could bring claims against us as the retailer of the product. These claims will not\nbe covered by insurance as we do not maintain any product liability insurance. Similarly, we could be subject to claims that consumers\nof the online stores operated by us were harmed due to their reliance on our product information, product selection guides, advice or\ninstructions. If a successful claim were brought against us, it could adversely affect our business. We may have the right under applicable\nlaws, rules and regulations to recover from the relevant brand partners’, manufacturers’ or distributors’ compensation\nthat we are required to make to consumers or end users in connection with product liability, personal injury or a similar claim, if such\nrelevant party is found responsible. However, there can be no assurance that we will be able to recover all or any amount from these\nparties. We may encounter some callback from the products sold to consumers due to defective products, which may have adverse effect\non our operations. Any future product liability claims or large scale of callback due to defective products discovered, regardless of\ntheir merit or success, could result in the expenditure of funds and management time, adverse publicity and reputational harm and could\nhave a negative impact on our business and financial condition.\n\n** **\n\n**We\ndepend on key management as well as experienced and capable personnel generally, and any failure to attract, motivate and retain our\nstaff could severely hinder our ability to maintain and grow our business.**\n\n \n\nOur\nfuture success is significantly dependent upon the continued service of our key executives and other key employees. If we lose the services\nof any member of management or key personnel, we may not be able to locate suitable or qualified replacements and may incur additional\nexpenses to recruit and train new staff, which could severely disrupt our business and growth.\n\n \n\nCompetition\nfor talent in China is intense, and the availability of suitable and qualified candidates in China is limited. Competition for these\nindividuals could cause us to offer higher compensation and other benefits to attract and retain them. Even if we were to offer higher\ncompensation and other benefits, there is no assurance that these individuals will choose to join or continue to work for us. Any failure\nto attract or retain key management and personnel could severely disrupt our business and growth.\n\n** **\n\n**If\nwe are unable to recruit, train and retain qualified personnel or sufficient workforce while controlling our labor costs, our business\nmay be materially and adversely affected.**\n\n \n\nOur\nfuture success depends, to a significant extent, on our ability to recruit, train and retain qualified personnel, particularly technical,\nfulfillment, marketing and other operational personnel with experience in the e-commerce industry. Since our industry is characterized\nby high demand and intense competition for talent and labor, we can provide no assurance that we will be able to attract or retain qualified\nstaff or other highly skilled employees that we will need to achieve our strategic objectives. Particularly, our fulfillment infrastructure\nis labor intensive and requires a substantial number of blue-collar workers, and these positions tend to have higher than average turnover.\nWe may need to but may be unable to hire additional employees in connection with the strengthening of our fulfillment capabilities.\n\n \n\nWe\nhave observed an overall tightening of the labor market and an emerging trend of shortage of labor supply. Failure to obtain stable and\ndedicated warehousing, delivery and other labor support may lead to underperformance of these functions and cause disruption to our business.\nLabor costs in China have increased with China’s economic development, particularly in the large cities where we operate our fulfillment\ncenters and more generally in the urban areas where we maintain our delivery and pickup stations. It is also costly to employ qualified\npersonnel who have the knowledge and experience of working with leading global brands. In addition, our ability to train and integrate\nnew employees into our operations may also be limited and may not meet the demand for our business growth in a timely fashion, or at\nall, and rapid expansion may impair our ability to maintain our corporate culture.\n\n \n\n19\n\n \n\n** **\n\n**Our\nbusiness generates and processes a large amount of data, and the improper storage, use or disclosure of such data could harm our reputation\nas well as have a material adverse effect on our business and prospects.**\n\n \n\nOur\nbusiness generates and processes a large quantity of personal, transaction, demographic and behavioral data. We face risks inherent in\nhandling and protecting large volumes of data. In particular, we face challenges relating to data derived from transactions and other\nactivities on our platform, including:\n\n \n\n \n●\nprotecting\ndata in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper use\nby our employees;\n\n \n\n \n●\naddressing\ndata privacy, security and other concerns; and\n\n \n\n \n●\n\ncomplying\nwith applicable laws, rules and regulations relating to the collection, use, disclosure\nor security of personal information, including any requests from regulatory and government\nauthorities relating to such data.\n\n \n\nSignificant\ncapital and other resources may be required to protect against information security breaches or to alleviate problems caused by such\nbreaches or to comply with our privacy policies or privacy-related legal obligations. The resources required may increase over time as\nthe methods used by hackers and others engaged in online criminal activities are increasingly sophisticated and constantly evolving.\nAny failure or perceived failure by us to prevent information security breaches or to comply with privacy policies or privacy-related\nlegal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information\nor other customer data, could cause our consumers to lose trust in us and could expose us to legal claims. Any perception by the public\nthat online transactions or the privacy of user information is becoming increasingly unsafe or vulnerable to attacks could inhibit the\ngrowth of online retail and other online services generally.\n\n \n\nThe\nPRC regulatory and enforcement regime with regard to data security and data protection is evolving. On July 1, 2015, the Standing Committee\nof the National People’s Congress, or the SCNPC promulgated *the National Security Law of the PRC*, or the New National Security\nLaw, which took effect on the same date and replaced the former National Security Law promulgated in 1993. The New National Security\nLaw covers various types of national security including technology security and information security. According to the New National Security\nLaw, the state shall ensure that the information system and data in important areas are secure and controllable. In addition, according\nto the New National Security Law, the state shall establish national security review and supervision institutions and mechanisms and\nconduct national security reviews of key technologies and IT products and services that affect or may affect national security. In particular,\nwe are legally obligated under the New National Security Law to safeguard national security by, for example, providing evidence related\nto activities endangering national security, providing convenience and assistance for national security work, and providing necessary\nsupport and assistance for national security institutions, public security institutions as well as military institutions. As such, we\nmay have to provide data to PRC government authorities and military institutions for compliance with the New National Security Law, which\nmay increase our expenses and subject us to negative publicity that could harm our reputation with users and negatively affect the trading\nprice of our ordinary shares. In addition, on June 10, 2021, the SCNPC promulgated *the Data Security Law of the PRC*, or the Data\nSecurity Law, which took effect on September 1, 2021. The Data Security Law provides a national security review procedure for those data\nactivities that may affect national security and imposes export restrictions on certain data and information. As of the date of this\nReport, there are uncertainties on how the New National Security Law will be implemented in practice. PRC regulators, including the SCNPC,\nthe MIIT and the Cybersecurity Administration of China, or the CAC, have been increasingly focused on regulation in the areas of data\nsecurity and data protection. For example, on November 7, 2016, the SCNPC promulgated *the Cybersecurity Law of the PRC*, or the\nCybersecurity Law, which became effective on June 1, 2017, strengthens the administration on cyber security. See “*Substantial\nuncertainties exist with respect to the Cybersecurity Law and the impact it may have on our business operations.*” The Data\nSecurity Law sets forth data security and privacy related compliance obligations on entities and individuals carrying out data related\nactivities. The Data Security Law also introduces a data classification and layered protection system based on the importance of data\nand the degree of impact on national security, public interests or legitimate rights and interests of individuals or organizations when\nsuch data is tampered with, destroyed, leaked or illegally acquired or used. We expect that these areas will receive greater attention\nand focus from regulators, as well as attract public scrutiny and attention going forward. This greater attention, scrutiny and enforcement,\nincluding more frequent inspections, could increase our compliance costs and subject us to heightened risks and challenges associated\nwith data security and protection. If we are unable to manage these risks, our reputation and results of operations could be materially\nand adversely affected. Please see “Risk Factors - **We may be subject to a variety of laws and other obligations regarding\ncybersecurity, data protection or anti-monopoly, and any failure to comply with applicable laws and obligations could have a material\nand adverse effect on our business, financial condition and results of operations**” for potential risks due to data protection\nin Hong Kong. As we expand our operations, we will be subject to additional laws and regulations in other jurisdictions where our brand\npartners, consumers and other customers are located, such as Hong Kong, Taiwan, Korea and the United States. The laws, rules and regulations\nof other jurisdictions may be at a more mature stage of development, be more comprehensive and nuanced in their scope, and impose more\nstringent or conflicting requirements and penalties than those in the mainland China, compliance with which could require significant\nresources and costs. Any failure, or perceived failure, by us to comply with our privacy policies or with any regulatory requirements\nor privacy protection-related laws, rules and regulations could result in proceedings or actions against us by governmental entities\nor others. These proceedings or actions could subject us to significant penalties and negative publicity, require us to change our business\npractices, increase our costs and severely disrupt our business.\n\n \n\n20\n\n \n\n \n\n**Substantial\nuncertainties exist with respect to the Cybersecurity Law and the impact it may have on our business operations.**\n\n \n\nThe\nCybersecurity Law requires network operators in the PRC to take actions to prevent security attacks and data loss, including data classification\nand backup and encryption. The Cybersecurity Law specifies requirements on user information protection applicable to network operators,\nwho are prohibited from disclosing without permission or selling individual information with limited exceptions. When network operators\nbecome aware of any information that is prohibited by laws and administrative regulations, they are required to immediately cease transmission\nof such information and take measures such as deletion of relevant information to prevent its dissemination. Operators must maintain\na record of these incidents when they occur and report them to the relevant authorities, who may also request such reports. Where any\nprohibited information comes from outside the territory of China, the authorities may additionally request that all relevant institutions\ntake measures to stop the dissemination of such prohibited information.\n\n \n\nOn\nNovember 14, 2021, *the Regulations on the Network Data Security (Draft for Comments)*, or the Network Data Security Draft Regulations,\nwas proposed by the CAC for public comments until December 13, 2021, which applies to activities relating to the use of networks to carry\nout data processing activities within the territory of the PRC. The Network Data Security Draft Regulations set out general guidelines,\nprotection of personal information, security of important data, security management of cross-border data transfer, obligations of internet\nplatform operators, supervision and management, and legal liabilities. In accordance with the Network Data Security Draft Regulations,\ndata processors shall apply for a cybersecurity review for the following activities: (i) merger, reorganization or division of internet\nplatform operators that have acquired a large number of data resources related to national security, economic development or public interests\nto the extent that affects or may affect national security; (ii) listing abroad of data processors which process over one million users’\npersonal information; (iii) data processors listing in Hong Kong which affects or may affect national security; or (iv) other data processing\nactivities that affect or may affect national security. Besides, data processors that are listed overseas shall carry out an annual data\nsecurity assessment. The Network Data Security Draft Regulations was formally adopted on August 20, 2024 as Regulations on the Network\nData Security Management, which was promulgated on September 24, 2024 and took effect on January 1, 2025.\n\n \n\nOn\nDecember 28, 2021, the CAC, and other twelve PRC regulatory authorities jointly revised and promulgated *the Measures for Cyber Security\nReview*, or the New Measures for Cyber Security Review, which came into effect on February 15, 2022, and replace the prior Measures\nfor Cyber Security Review promulgated on April 13, 2020. The New Measures for Cyber Security Review provides that, among others, (i)\nthe purchase of cyber products and services by critical information infrastructure operators and the network platform operators engaging\nin data processing activities that affects or may affect national security should be subject to the cybersecurity review by the Cybersecurity\nReview Office, the department which is responsible for the implementation of cybersecurity review under the CAC; (ii) network platform\noperators with personal information data of more than one million users are obliged to apply for a cybersecurity review by the Cybersecurity\nReview Office before listing abroad; and (iii) relevant governmental authorities in the PRC may initiate cybersecurity review if they\ndetermine the relevant network products or services or data processing activities affect or may affect national security.\n\n \n\nOn\nJuly 7, 2022, the CAC promulgated the Measures for the Security Assessment of Cross-Border Transfer of Data, which took effect on\nSeptember 1, 2022. These measures aim to regulate cross-border transfers of data, requiring, among other things, that data processors\nthat provide data overseas shall apply to the CAC for security assessments if: (i) data processors provide important data overseas;\n(ii) critical information infrastructure operators or data processors processing personal information of more than one million individuals\nprovide personal information to overseas parties; (iii) data processors that have cumulatively provided personal information of\n100,000 people or sensitive personal information of 10,000 people to overseas since January 1 of the previous year, provide personal\ninformation to overseas parties; or (iv) other scenarios required by the CAC to apply for security assessments occur. In addition,\nthese measures require data processors to carry out self-assessments of risks of providing data overseas before applying to the CAC for\nsecurity assessments.\n\n \n\n21\n\n \n\n \n\nBased\non the understanding of Company’s corporate compliance team, we are not subject to mandatory cybersecurity review, since we (i)\nare not a network platform operator engaging in data processing activities that affect or may affect national security; (ii) are not\na critical information infrastructure operator purchasing cyber products or services that affect or may affect national security; (iii)\nare not a network platform operator with personal information data of more than one million users. Therefore, we do not need to obtain\nany permission or approval from the CAC for the listing of our securities in accordance with the New Measures for Cyber Security Review.\nHowever, PRC governmental authorities have broad discretion in interpreting and implementing statutory provisions and there remains significant\nuncertainty on the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. In particular, due to lack of details\non the implementation of the Cybersecurity Law and the New Measures for Cyber Security Review, we cannot assure you that we would be\nable to comply with the requirements in a timely manner, or whether we should be deemed subject to it. Failure to comply with the requirements\nmay lead to fines, revocation of business permits or licenses and other sanctions.\n\n \n\nNational\nlaws adopted by the PRC are not applicable in Hong Kong, except for those listed in Annex III to the Basic Law. Further, there is no\nlegislation stating that the laws in Hong Kong should be commensurate with those in the PRC. With regard to the potential regulatory\nactions related to data security in Hong Kong, please refer to our disclosures in “*Risk Factors - Risks Related to Doing Business\nin Hong Kong - We may be subject to a variety of laws and other obligations regarding cybersecurity, data protection or anti-monopoly,\nand any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition\nand results of operations*” on page 40. Apart from the foregoing, there is no other impact on our ability to conduct our business\nas presently conducted, accept foreign investments, or list on a U.S. or foreign exchange.\n\n  \n\nBased\non the facts that the New Measures for Cyber Security Review and the Network Data Security Draft Regulations were newly adopted or have\nnot been formally adopted and are still subject to further guidance, we cannot assure you that we would be able to comply with the requirements\nin a timely manner. Failure to comply with the requirements may lead to fines, revocation of business permits or licenses and other sanctions.\n\n \n\nFinally,\nwe procure equipment or software for storage, encryption and decryption from time to time. It remains unclear whether such equipment\nor software will fall into the category of the so-called “critical network equipment” or “dedicated network security\nproducts” due to lack of criteria or standards in the Cybersecurity Law. On June 1, 2017, the MIIT and other three PRC regulatory\nauthorities jointly promulgated *the Catalog of Critical Network Equipment and Dedicated Network Security Products (Batch One)*,\nwhich provides that any equipment and product listed in this catalog shall not be sold or supplied unless it is certified or tested by\nqualified organizations. In addition, pursuant to *the Announcement on Uniform Issuance of the Security Certification and Security\nTesting Results of Critical Network Equipment and Dedicated Network Security Products*, the critical network equipment and dedicated\nnetwork security products which have been certified or tested by qualified organizations and meet the mandatory requirements of relevant\nnational standards shall be published. To the date of this Report, eight batches of qualified critical network equipment have been published\non the website of the MIIT. As such, we cannot assure you that the equipment and software we have procured or may procure in the future\ncomplies with the requirements, and we may incur additional costs to comply with the requirements.\n\n** **\n\n**We\nmay not be able to adequately protect our intellectual property rights.**\n\n \n\nWe\nrely on a combination of trademark, fair trade practice, and trade secret protection laws in China and other jurisdictions, as well as\nconfidentiality procedures and contractual provisions, to protect our intellectual property rights. We typically enter into confidentiality\nagreements with certain senior management and core personnel who may access our proprietary information, and we rigorously control access\nto our proprietary technology and information.\n\n \n\nIntellectual\nproperty protection may not be sufficient in China or other countries in which we operate. confidentiality agreements may be breached\nby counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively\nprotect our intellectual property rights or to enforce our contractual rights in China or elsewhere. In addition, policing any unauthorized\nuse of our intellectual property is difficult, time-consuming and costly and the steps we have taken may be inadequate to prevent the\nmisappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights,\nsuch litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance\nthat we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently\ndiscovered by, our competitors. Any failure in protecting or enforcing our intellectual property rights could have a material adverse\neffect on our business, financial condition and results of operations. Under *the Foreign Investment Law of the PRC,*or the PRC\nForeign Investment Law, promulgated by the National People’s Congress on March 15, 2019, which became effective on January 1, 2020,\nthe PRC government encourages technology cooperation on the basis of free will and business rules in the process of foreign investment;\nno administrative agency or its employee may force the transfer of any technology by administrative means. However, because the PRC Foreign\nInvestment Law is relatively new, there remain high uncertainties with regard to how the law will be interpreted and enforced.\n\n \n\n22\n\n \n\n \n\nAble\nView is also subject to a variety of laws and other obligations regarding intellectual property rights in Hong Kong, including but are\nnot limited to the Trade Marks Ordinance (Chapter 559 of the Laws of Hong Kong), which provides for the registration of trademarks, the\nuse of registered trademarks and related matters. Intellectual property rights and confidentiality protections in Hong Kong may not be\nas effective as in the United States or other countries. These uncertainties could limit the legal protections available to us, including\nour ability to enforce our agreements with our clients.\n\n \n\n**We\nmay be accused of infringing intellectual property rights of third parties and violating content restrictions of relevant laws.**\n\n \n\nThird\nparties may claim that the technology or content used in our operation of online stores or our service offerings infringe upon their\nintellectual property rights. We have been in the past subject to non-material legal proceedings and claims relating to infringement\nof the intellectual property rights of others. The possibility of intellectual property claims against us increases as we continue to\ngrow, particularly internationally. Such claims, whether having merit, may result in our expenditure on significant financial and management\nresources, injunctions against us or payment of damages. We may need to obtain licenses from third parties who allege that we have infringed\ntheir rights, but such licenses may not be available on terms acceptable to us or at all. These risks have been amplified by the increase\nin the number of third parties whose sole or primary business is to assert such claims. In addition, we have registered or are in the\nprocess of registering some marks we used for our business but some of our applications have been or may be rejected by the governmental\nauthority. As some third parties have already registered or may register the trademarks which are similar to the marks we used in our\nbusiness, infringement claims may be asserted against us, and we cannot assure you that a government authority or a court will hold the\nview that such similarity will not cause confusion in the market. In this case, we may be required to explore the possibility of acquiring\nthese trademarks from or entering into exclusive licensing agreements with third parties, which will cause us to incur additional costs.\n\n \n\nChina\nhas enacted laws and regulations governing internet access and the distribution of products, services, news, information, audio-video\nprograms and other content through the internet. The PRC government has prohibited the distribution of information through the internet\nthat it deems to be in violation of PRC Laws and regulations. If any of the information disseminated through the online stores operated\nby us were deemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content\nand could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses,\nwhich could materially and adversely affect our business, financial condition and results of operations.\n\n \n\nThe\noutcome of any claims, investigations and proceedings is inherently uncertain, and in any event defending against these claims could\nbe both costly and time-consuming and could significantly divert the efforts and resources of our management and other personnel. An\nadverse determination in any such litigation or proceedings could cause us to pay damages, as well as legal and other costs, limit our\nability to conduct business or require us to change the manner in which we operate.\n\n \n\n**We\nmay face risks arising from ongoing litigation and related disputes.**\n\n \n\nIn\nSeptember 2024, our subsidiaries Able View Enterprise Limited and AbleView Brands Limited initiated a civil action against Jonathan Petrillo\nand Cosmetic Skin Solutions LLC, alleging fraudulent misrepresentations, concealment, and inducements in connection with a distribution\nagreement entered into by the parties. The counterparty subsequently filed a counterclaim alleging unjust enrichment and fraudulent misrepresentation.\n\n \n\nThe litigation is ongoing, and the final outcome\ncannot be determined at this time. We believe our positions are supported by the relevant facts and applicable law. In connection with\nthis matter, we recorded an inventory write-down of approximately $3.6M from discontinued operation and $1.3M from continuing operation\nfor the fiscal year ended December 31, 2024, as disclosed in our audited financial statements. No additional provisions have been made,\nand we will continue to monitor developments in this matter. At this time, we are unable to predict the ultimate outcome of this matter\nor to reasonably estimate the possible loss or range of loss, if any. Depending on the course of the proceedings, the litigation could\nresult in judgments, settlements, additional write-downs or other obligations, and an adverse resolution could require us to incur additional\ncosts or provisions. Any such developments could result in increased expenses, further write-downs or other financial impacts that could\nadversely affect our results of operations and cash flows.\n\n** **\n\n23\n\n \n\n** **\n\n**Our\nability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.**\n\n \n\nWe\nmay in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available\non acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity or equity linked\nfinancing may dilute the interests of our shareholders, and debt financing, if available, may involve restrictive covenants and could\nrestrict our operational flexibility and reduce our profitability. The resale of the shares will be considerable relative to the Company’s\npublic float.\n\n \n\nOur\nability to obtain additional financing in the future is subject to many uncertainties, including our future financial condition, results\nof operations, cash flows, trading price of our ordinary shares, liquidity of international capital and lending markets and PRC governmental\nregulations over foreign investment and cross-border financing and the Internet industry in the PRC. For example, the National Development\nand Reform Commission of China, or the NDRC, has issued a number of rules requiring filing with the NDRC of foreign debt issuance since\nSeptember 2015. In May 2016, the NDRC also specifically required offshore incorporated companies directly or indirectly controlled by\nPRC domestic enterprises, and although not explicitly required by statute, individual PRC residents, to complete filings with the NDRC\nbefore pricing and closing of any offshore debt issuance, and to furnish post-issuance reporting to the NDRC, otherwise, the offshore\nincorporated companies directly or indirectly controlled by PRC domestic enterprises or individual PRC residents will be put on a blacklist\nof credits and such information will be published on the PRC credit information sharing platform. The NDRC and other relevant authorities\nmay also impose joint sanctions on the issuers listed on the blacklist. Pursuant to *Notice of the National Development and Reform\nCommission and the Ministry of Finance on Improving the Market Restraint Mechanism and Strictly Preventing Foreign Debt Risks and Local\nDebt Risks* effective in May 2018, among others, enterprises that plan to borrow medium-term and long-term foreign debts shall establish\nand improve a sound and standardized corporate governance structure, management and decision-making mechanisms and financial management\nrules and properly disclose relevant information. We may be considered as an offshore incorporated company indirectly controlled by individual\nPRC residents and thus our issuance of foreign debt may be subject to these requirements. If we cannot raise funds on acceptable terms,\nwe may not be able to grow our business or respond to competitive pressures.\n\n \n\nFurthermore,\naccording to the risk alert dated May 25, 2016 published on the NDRC’s website, issuers who fail to furnish the post-issuance reporting\nwill be put on a blacklist and the PRC credit information sharing platform, which may potentially result in restrictions on the offshore\ndebt issuance in the future.\n\n \n\n**We\nmay not have sufficient insurance coverage to fully cover our business risks, which could expose us to significant costs and business\ndisruption**.\n\n \n\nWe\nhave not obtained any insurance, such as business interruption insurance or product liability insurance, nor do we maintain key-man life\ninsurance to cover potential risks in the daily operation of the business. This could leave us exposed to potential claims and losses.\nAs for the inventory in the warehouse we are using, we depend on the insurance held by our third-party service partners to cover our\nloss, if any. Therefore, we do not have any control over which insurance is selected by them, and we cannot confirm whether our third-party\nservice partners have obtained any insurance at all. In addition, insurance companies in China offer limited business insurance products.\nAs a result, even if we are successful in our claims against third-party service providers when certain accidents occurred, the insurance\nbought by our third-party service providers may not be able to fully, or at all, pay the damages resulting from such accidents. Our third-party\nservice providers, if any, may also fail to purchase insurance or maintain effective insurance. Under these circumstances, we have to\nclaim compensation directly from our service providers through friendly negotiation or other legal proceedings, such as arbitrations\nor litigations, which may be time-consuming and costly, and we cannot be sure that we can provide any adequate compensation for losses.\nAny business disruption, litigation, regulatory action, outbreak of epidemic disease, accidents, or natural disaster could also expose\nus to substantial costs and diversion of resources. We cannot assure you that the insurance coverage provided by our third-party service\nproviders’ insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses\nunder our current insurance policy on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies,\nor the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could\nbe materially and adversely affected.\n\n** **\n\n24\n\n \n\n** **\n\n**The\nfinancial soundness of financial institutions with which we place our cash and cash equivalents could affect our financial conditions,\nbusiness and result of operations.**\n\n \n\nWe place our cash and cash equivalents with financial\ninstitutions, which include (i) banks incorporated in China, which are all authorized to operate banking business by China Banking and\nInsurance Regulatory Commission and other relevant agencies, and (ii) overseas financial institutions regulated by competent regulatory\nauthorities in their relevant jurisdictions such as Hong Kong. On February 17, 2015, the PRC State Council, or the State Council, promulgated\n*the Deposit Insurance Regulation*, which became effective on May 1, 2015. The Deposit Insurance Regulation requires that banks\nregistered within China shall provide insurance premises to the deposit insurance fund management organization. However, pursuant to\nthe Deposit Insurance Regulation, the insurance provided by the banks has a coverage limit of RMB500,000 (US$71,500). In Hong Kong, the\nDeposit Protection Scheme (the “Scheme”) was introduced in 2006 under the Deposit Protection Scheme Ordinance (Chapter 581\nof the Laws of Hong Kong) to protect depositors by paying them compensation in the event of the failure of a bank which is a member of\nthe Scheme. A depositor is entitled to be compensated up to a maximum of HK$500,000. Most of the commonly placed deposits with Scheme\nmembers, whether denominated in Hong Kong dollar, renminbi or any other currency, qualify for this protection. These include current\naccounts, savings accounts, secured deposits and time deposits with maturity not exceeding five years.\n\n \n\nNevertheless,\nany deterioration of financial soundness of these banks or financial institutions or any failure of such deposit insurance to fully cover\nour bank deposits would cause credit risks to our cash and cash equivalents placed with them and thus could have a material adverse effect\non our financial conditions, business and results of operations.\n\n \n\n**A\nsevere or prolonged downturn in the global or Chinese economy or tensions in the relationship between China and other countries could\nmaterially and adversely affect our business and our financial condition.**\n\n \n\nRecently,\nthere have been strained relationships between China and other countries, including surrounding Asian countries, which may potentially\nlead to foreign investors closing down their business or withdrawing their investment in China and thus exiting the China market, and\nother economic effects. In addition, there have been concerns on the relationship between China and the U.S. following rounds of\ntariffs imposed by the U.S and retaliatory tariffs imposed by China. Trade tension between China and the United States may intensify.\nPolitical tensions between the United States and China have escalated since the COVID-19 outbreak and the PRC National People’s\nCongress’ passage of Hong Kong national security legislation, the imposition of U.S. sanctions on certain Chinese officials\nfrom China’s central government and the Hong Kong Special Administrative Region by the U.S. government, the imposition\nof sanctions on certain individuals from the U.S. by the Chinese government, various executive orders issued by former U.S. President\nDonald J. Trump, such as the one issued in August 2020 that prohibits certain transactions with certain Chinese companies,\nthe executive order issued in November 2020 that prohibits U.S. persons from transacting publicly traded securities of certain\n“Communist Chinese military companies” named in such executive order, various actions taken by the U.S. government in\nresponse to concerns regarding forced labor in the Xinjiang Uyghur Autonomous Region of China, as well as the Rules on Counteracting\nUnjustified Extra-territorial Application of Foreign Legislation and Other Measures promulgated by MOFCOM on January 9, 2021, which\nwill apply to situations where the extra-territorial application of foreign legislation and other measures, in violation of international\nlaw and the basic principles of international relations, unjustifiably prohibits or restricts the citizens, legal persons or other organizations\nof China from engaging in normal economic, trade and related activities with a third country (or region) or its citizens, legal persons\nor other organizations.\n\n \n\nRising\npolitical tensions could reduce levels of trades, investments, technological exchanges and other economic activities between the two\nmajor economies, which would have a material adverse effect on global economic conditions and the stability of global financial markets.\nIt is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global\npolitical and economic conditions in the long term. We engage in business with various international brand partners, many of whom have\ntheir home market in the U.S. Escalating political and trade tensions between China and the U.S. may cause some of these brands to downscale\ntheir operations in China, or in the extreme case, exit China completely, which may materially and adversely affect our results of operations\nand financial position. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic\nand political policies and the expected or perceived overall economic growth rate in China. If we were unable to conduct our business\nas it is currently conducted or our business partners were unable to conduct their business as it is currently conducted, as a result\nof such regulatory changes, our business, results of operations and financial condition would be materially and adversely affected.\n\n \n\n25\n\n \n\n \n\nIn\naddition, there is considerable uncertainty in the long-term effects of the expansionary monetary and fiscal policies adopted by the\ncentral banks and financial authorities of some of the world’s leading economies, including the United States and China. Also,\nthe conflict in Ukraine and the imposition of broad economic sanctions on Russia raised energy prices and disrupted global markets. Unrest,\nterrorist and war threats in the Middle East and elsewhere may further increase market volatility across the globe. Any prolonged slowdown\nin the global or Chinese economy may have a negative impact on our business, results of operations and financial condition, and continued\nturbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.\n\n** **\n\n**Our\ngrowth and profitability depend on the overall economic and political conditions and level of consumer confidence and spending in China.**\n\n \n\nOur\nbusiness, financial condition and results of operations are sensitive to changes in overall economic and political conditions that affect\nconsumer spending in China. For example, changes to trade policies, treaties and tariffs in China, or the perception that these changes\ncould occur, could adversely affect the financial and economic conditions in China, as well as our financial condition and results of\noperations. The U.S.-China trade tension may impact tariff of products imported by our brand partners, which could impact the pricing\nof their products and in turn adversely affect our business, financial condition, and results of operations.\n\n \n\nIn\naddition, the retail industry is highly sensitive to general economic changes. Many factors outside of our control, including inflation\nand deflation, interest rates, volatility of equity and debt securities markets, taxation rates, employment and other government policies\ncan adversely affect consumer confidence and spending. The domestic and international political environments, including trade disputes,\npolitical turmoil or social instability, may also adversely affect consumer confidence and spending, which could in turn adversely affect\nour business, financial condition, and results of operations.\n\n** **\n\n**We\nrely on certain key operating metrics to evaluate the performance of our business, and any perceived inaccuracies in such metrics may\nharm our reputation and negatively affect our business.**\n\n \n\nWe\nrely on certain key operating metrics, such as GMV, to evaluate the performance of our business. Our operating metrics may differ from\nestimates published by third parties or from similarly titled metrics used by other companies due to differences in methodology and assumptions.\nIf these metrics are perceived to be inaccurate by investors or investors make investment decisions based on operating metrics we disclosed\nbut with their own methodology and assumptions or those published or used by third parties or other companies, our reputation may be\nharmed, which could negatively affect our business, and we may also face potential lawsuits or disputes.\n\n** **\n\n**We\nrely on the e-commerce performance of certain product categories, and any significant downward industry trend of such categories may\nmaterially and adversely affect our business and results of operations.**\n\n \n\nWe\ncurrently serve brand partners manufacturing beauty and personal care products. If the e-commerce performance of certain or various product\ncategories is not successful in general, our business and results of operations may be materially and adversely affected.\n\n \n\n**We\nare a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions\napplicable to U.S. domestic public companies.**\n\n \n\nBecause\nwe qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations\nin the United States that are applicable to U.S. domestic issuers, including:\n\n \n\n \n●\nthe\nrules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;\n\n \n\n \n●\nthe\nsections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered\nunder the Exchange Act;\n\n \n\n26\n\n \n\n \n\n \n●\nthe\nsections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability\nfor insiders who profit from trades made in a short period of time;\n\n \n\n \n●\nthe\nselective disclosure rules by issuers of material nonpublic information under Regulation FD; and\n\n \n\n \n●\ncertain\naudit committee independence requirements in Rule 10A-3 of the Exchange Act.\n\n \n\nEffective\nMarch 18, 2026, pursuant to the Holding Foreign Insiders Accountable Act, directors and officers of foreign private issuers, including\nus, are required to comply with the reporting requirements of Section 16(a) of the Exchange Act. Notwithstanding the foregoing, directors\nand officers of a “foreign private issuer” remain exempt from Section 16(b) (short -swing profit liability) and Section 16(c)\n(short sale prohibitions).\n\n \n\n**Risks\nRelated to Doing Business in the People’s Republic of China**\n\n** **\n\n**Heightened\ntensions in international relations and any resulting changes in international trade policies may adversely impact our business, financial\ncondition, and results of operations.**\n\n \n\nRecently\nthere have been heightened tensions in international relations, particularly between the United States and China as well as between the\nUnited States and other countries where we operate, such as Mexico. These tensions have resulted in changes in international trade policies\nand, as they further escalate, may result in additional barriers to trade. Countries impose, modify, and remove tariffs and other trade\nrestrictions in response to a diverse array of factors, including global and national economic and political conditions, which contribute\nto the volatile nature of tariffs and other trade restrictions.\n\n \n\nThe\nUnited States government has made statements and taken certain actions that may lead to changes in United States and international trade\npolicies towards China. It remains unclear what additional actions, if any, will be taken by the United States or other governments with\nrespect to international trade agreements, the imposition of tariffs on goods imported into the United States, tax policy related to\ninternational commerce, or other trade matters. In February and March 2025, the United States administration imposed an additional 20\npercent duty on Chinese imports. Subsequently, authorities in China announced tariffs over selected United States products and regulatory\ninvestigation against United States companies in response to the tariff imposed by the United States. Furthermore, on April\n2, 2025, President Trump announced that the United States would impose a 10% tariff on all countries, effective on April 5,\n2025, and an individualized reciprocal higher tariff on countries with which the United States has the largest trade deficits,\nincluding a 34% additional reciprocal tariff on goods imported from China that brings the total tariff rate to 54%.\nOn April 4, 2025, the Foreign Ministry of China announced that China would impose a retaliatory 34% tariff on goods imported\nfrom the United States. On April 8, 2025, President Trump announced to impose an additional 50% tariff on Chinese imports.\nThe Trump administration proceeded to implement a 104% tariff on goods imported from China on April 9, 2025. Subsequently,\non April 10, 2025, President Trump announced a temporary suspension of reciprocal tariff measures targeting most U.S. trading\npartners for a 90-day period, while concurrently escalating tariffs on Chinese goods, which currently amounts to 145% and may become\neven higher in the future. On November 26, 2025, the United States extended exclusions for 178 products until November 10, 2026 that\nhad been scheduled to expire on November 29, 2025. This sequence of actions underscored a strategic recalibration of the United States\ntrade policy, emphasizing heightened pressure on international trades. We are closely monitoring potential changes in international trade\npolicy and assessing the potential impact of these and other trade policy changes on our business operations and financial performance.\n\n** **\n\n**Changes\nin the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and\nresults of operations and may result in our inability to sustain our growth and expansion strategies.**\n\n \n\nOur\nbusiness and operations are primarily based in the PRC and substantially all of our revenues are derived from our operations in the PRC.\nAccordingly, our financial condition and results of operations are affected to a significant extent by economic, political and legal\ndevelopments in the PRC.\n\n \n\n27\n\n \n\n \n\nThe\nChinese government recently has published new policies that significantly affected certain industries such as the education and internet\nindustries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry\nthat could require us to seek permission from Chinese authorities to continue to operate our business, which may adversely affect our\nbusiness, financial condition and results of operations. Furthermore, recent statements made by the Chinese government have indicated\nan intent to increase the government’s oversight and control over offerings of companies with significant operations in China that\nare to be conducted in foreign markets, as well as foreign investment in China-based issuers. Any such action, once taken by the Chinese\ngovernment, could significantly limit or completely hinder our ability to offer or continue to offer its securities to investors, and\ncould cause the value of such securities to significantly decline or become worthless.\n\n \n\nThe\nPRC economy differs from the economies of most developed countries in many respects, including the extent of government involvement,\nlevel of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented\nmeasures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and\nthe establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still\nowned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing\nindustrial policies. The PRC government also exercises significant control over China’s economic growth by allocating resources,\ncontrolling payment of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions\nand providing preferential treatment to particular industries or companies.\n\n \n\nWhile\nthe PRC economy has experienced significant growth in the past three decades, growth has been uneven, both geographically and among various\nsectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of\nresources. Some of these measures may benefit the overall PRC economy but may also have a negative effect on us. Our financial condition\nand results of operation could be materially and adversely affected by government control over capital investments or changes in tax\nregulations that are applicable to us. In addition, the PRC government has implemented in the past certain measures, including interest\nrate increases, to control the pace of economic growth. These measures may cause decreased economic activity, which in turn could lead\nto a reduction in demand for our services and consequently have a material adverse effect on our businesses, financial condition and\nresults of operations.\n\n** **\n\n**There\nare uncertainties regarding the interpretation and enforcement of PRC Laws, rules and regulations and sudden or unexpected changes in\nlaws, rules and regulations in China could adversely affect us and limit the legal protections available to you and us.**\n\n \n\nOur\nbusiness and operations are primarily conducted in the PRC, and are governed by PRC Laws, rules and regulations. Our PRC Operating Entities\nare subject to laws, rules and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based\non written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value.\n\n \n\nIn\n1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general.\nThe overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of\nforeign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations\nmay not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by\nPRC regulatory agencies. In particular, because these laws, rules and regulations are relatively new, and because of the limited number\nof published decisions and the non-binding nature of such decisions, and because the laws, rules and regulations often give the relevant\nregulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve\nuncertainties and can be inconsistent and unpredictable. In addition, the PRC legal system is based in part on government policies and\ninternal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we\nmay not be aware of our violation of these policies and rules until after the occurrence of the violation.\n\n \n\nUncertainties\ndue to evolving laws and regulations could impede the ability of a China-based company to obtain or maintain permits or licenses required\nto conduct business in China. In the absence of required permits or licenses, governmental authorities could impose material sanctions\nor penalties on us. In addition, some regulatory requirements issued by certain PRC government authorities may not be consistently applied\nby other PRC government authorities (including local government authorities), thus making strict compliance with all regulatory requirements\nimpractical, or in some circumstances impossible. For example, we may have to resort to administrative and court proceedings to enforce\nthe legal protection that we enjoy either by law or contract. However, any administrative and court proceedings in China may be protracted,\nresulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have\nsignificant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome\nof administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties\nmay impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business, financial\ncondition and results of operations.\n\n \n\n28\n\n \n\n \n\nFurthermore,\nChina may adopt more stringent standards in different business aspects, such as environmental protection or corporate social responsibilities,\nwhich may cause us to incur increased compliance costs or become subject to additional restrictions in our operations. Intellectual property\nrights and confidentiality protections in China may also not be as effective as in the United States or other countries. In addition,\nwe cannot predict the effects of future developments in the PRC legal system on our business operations, including the promulgation of\nnew laws, or changes to existing laws or the interpretation or enforcement thereof. These uncertainties could limit the legal protections\navailable to us and our investors.\n\n \n\n**The\nChinese government exerts substantial influence over the manner in which we must conduct our business activities in mainland China.**\n\n \n\nThe\nChinese government has exercised and will continue to exercise substantial control over virtually every sector of the Chinese economy\nthrough regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including\nthose relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments\nof these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional\nexpenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions\nin the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy\nor regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in\nChina or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.\n\n \n\nAs\nsuch, our business segments may be subject to various government and regulatory interference in the provinces in which they operate.\nWe could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government\nsub-divisions. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for\nany failure to comply. The Chinese government may intervene or influence our operations at any time with little advance notice, which\ncould result in a material change in our operations in mainland China and in the value of our ordinary shares. Any actions by the Chinese\ngovernment to exert more oversight and control over transaction that are conducted overseas and/or foreign investment in China-based\nissuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the\nvalue of such securities to significantly decline or be worthless.\n\n** **\n\n**We\nare subject to laws that are applicable to retailers, including advertising and promotion laws and consumer protection laws that could\nrequire us to modify our current business practices and incur increased costs.**\n\n \n\nAs\nan online distributor of goods, we are subject to numerous PRC Laws and regulations that regulate retailers generally or govern online\nretailers specifically. For example, we are subject to laws in relation to advertising and online promotion, such as *the Advertising\nLaw of the PRC, Pricing Law of the PRC, Anti-Unfair Competition Law of the PRC, Interim Measures for the Administration of Internet Advertising, *and\nalso *Consumer Protection Laws* that are applicable to retailers. In the past, Shanghai Jingyue, a former subsidiary before\nits disposition in June 2025, had certain non-compliance issues in connection with its advertising of certain cosmetics products in 2024\nand 2022, and SAMR’s local counterpart imposed a fine of RMB 500,000 (approximately USD 68,500) on November 21, 2024, a fine of\nRMB 32,400 (approximately USD 4,400) on August 10, 2022, and a fine of RMB 2,600 (approximately USD 360) on December 14, 2022. All of\nthese fines were paid, and Shanghai Jingyue was no longer a subsidiary of ours on June 27, 2025. We may be subject to such allegations\nof non-compliance with such laws and regulations in the future if we are not compliant with the PRC Laws and regulations. Such allegations,\nwhich may or may not have merit, may result in legal or administrative penalties and other costs to us, and we may need to adjust some\nof our advertising and promotional practices as a result.\n\n \n\nIf\nthese regulations were to change or if we are found to be in violation with them, we may need to spend additional costs to rectify non-compliance,\nadjust our business practices and could be subject to fines or penalties or suffer reputational harm, which could reduce demand for the\nproducts or services offered by us and hurt our business and results of operations. For example, the amended Consumer Protection Law,\nwhich became effective in March 2014, further strengthened the protection of consumers and imposed more stringent requirements and onerous\nobligations on businesses, especially businesses that operate on the internet.\n\n \n\n29\n\n \n\n \n\nPursuant\nto *the Law of the People’s Republic of China on the Protection of Consumer Rights and Interests (2013 Amendment)*, consumers\nare generally entitled to return goods purchased within seven days upon receipt without giving any reasons if they purchase the goods\nover the internet. Consumers whose interests have been damaged due to their purchase of goods online may claim damages against sellers.\nMoreover, if we deceive consumers or knowingly sell substandard or defective products, we would not only be required to compensate consumers\nfor their losses but also pay additional compensation equal to three times the price of the goods or services.\n\n \n\nOperators\nof online marketplace platforms, such as Tmall and JD.com who have partnered with us, are also subject to stringent obligations under\n*the Law of the People’s Republic of China on the Protection of Consumer Rights and Interests (2013 Amendment)*. For example,\nwhere platform operators are unable to provide the real names, addresses and valid contact details of the sellers, the consumers may\nalso claim damages from the platform operators. Operators of online marketplace platforms that know or should have known that sellers\nuse their platforms to infringe upon legitimate rights and interests of consumers but fail to take necessary measures will bear joint\nand several liabilities with the sellers. Therefore, operators of online marketplace platforms that we partner with may take measures\nand impose stricter requirements on us or our brand partners as a reaction to their enhanced obligations under *the Law of the People’s\nRepublic of China on the Protection of Consumer Rights and Interests (2013 Amendment)*.\n\n \n\nSimilar\nlegal requirements are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance\nwith these requirements or their effect on our operations. We may be required to make significant expenditures or modify our business\npractices to comply with existing or future laws and regulations or to satisfy compliance requests from the marketplace platforms we\npartnered with, which may increase our costs and materially limit our ability to operate our business.\n\n \n\n**Failure\nto comply with the relatively new E-Commerce Law may have a material adverse impact on our business, financial conditions and results\nof operations.**\n\n \n\nAs\nthe e-commerce industry is still evolving in China, new laws and regulations may be adopted from time to time to address new issues that\narise from time to time. For example, in August 2018, the Standing Committee of the National People’s Congress promulgated *the\nE-Commerce Law of the PRC*, or the E-Commerce Law, which became effective on January 1, 2019. The E-Commerce Law generally provides\nthat e-commerce operators must obtain administrative licenses if business activities conducted by the e-commerce operators are subject\nto administrative licensing requirements under applicable laws and regulations. In addition, the E-commerce Law imposes a number of obligations\non e-commerce operators, including the obligations to disclose information about commodities or services in a comprehensive, faithful,\naccurate and timely manner; while displaying search results of commodities or services to consumers according to their interests, preferences,\nconsumption habits and other personal characteristics, to provide consumers with options irrelevant to their personal characteristics;\nwhen to offer tie-in commodities or services, to warn consumers about the tie-in sale in a prominent position and not to set the tie-in\ncommodities or services as the default option; and when charging consumers guarantee deposits as agreed thereby, to explicitly indicate\nhow and under what procedures consumers may have the guarantee deposits refunded, and not to impose any unjustifiable conditions on the\nrefund of guarantee deposits. Failure to comply with the relatively new regulatory requirements may have a material adverse impact on\nour business and results of operations. As no detailed interpretation and implementation rules have been promulgated, it remains uncertain\nhow the newly adopted E-Commerce Law will be interpreted and implemented. We cannot assure you that our current business operations satisfy\nthe obligations provided under the E-Commerce Law in all respects. If the PRC governmental authorities determine that we are not in compliance\nwith all the requirements proposed under the E-Commerce Law, we may be subject to fines and/or other sanctions.\n\n** **\n\n**Substantial\nuncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and how it may impact the\nviability of our current corporate structure, corporate governance and business operations.**\n\n \n\nOn\nMarch 15, 2019, the National People’s Congress approved the PRC Foreign Investment Law, which took effect on January 1, 2020 and\nreplaced three existing laws on foreign investments in China, namely, *the PRC Equity Joint Venture Law, the PRC Cooperative Joint\nVenture Law* and *the PRC Wholly Foreign-owned Enterprise Law*, together with their implementation rules and ancillary regulations.\nThe PRC Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line\nwith prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic\ninvested enterprises in China. The PRC Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection\nand administration of foreign investments in view of investment protection and fair competition.\n\n \n\n30\n\n \n\n \n\nAccording\nto the PRC Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted\nby one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign\ninvestor”) within China, and the investment activities include the following situations: (i) a foreign investor, individually or\ncollectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares,\nequity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually\nor collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws,\nadministrative regulations, or the State Council.\n\n \n\nAccording\nto the PRC Foreign Investment Law, the State Council will publish or approve to publish the “negative list” for special administrative\nmeasures concerning foreign investment. The PRC Foreign Investment Law grants national treatment to foreign-invested entities, or FIEs,\nexcept for those FIEs that operate in industries deemed to be either “restricted” or “prohibited” in the “negative\nlist”. The National Development and Reform Commission and the Ministry of Commerce publicly released the Directory of Industries\nto Encourage Foreign Investment (Encouraged Catalogue) (2020 Edition) and the Directory of Industries to Encourage Foreign Investment\n(Encouraged Catalogue) (2022 Edition) on December 28, 2020 and October 22, 2022 respectively, and the latter has been effective and replaced\nthe former from January 1, 2023. On November 1, 2024, the National Development and Reform Commission of China (“NDRC”) and\nthe Ministry of Commerce (“MOFCOM”) jointly implemented the Special Administrative Measures for Foreign Investment Access\n(Negative List) (2024 Edition), superseding the Negative List (2021 Edition) promulgated on December 27, 2021. As per these policies,\nthe national negative list of foreign investment access was reduced from 31 to 29. Industries listed in the 2022 Encouraged Catalogue\nare the encouraged industries. On the other hand, industries listed in the 2024 Negative List are subject to special management measures.\nFor example, establishment of wholly foreign-owned enterprises is generally allowed in industries outside of the 2024 Negative List.\nAlso, foreign investors are not allowed to invest in industries that are expressly prohibited in the 2024 Negative List. The industries\nthat are not expressly prohibited in the Negative List are still subject to government approvals and certain special requirements.\n\n \n\nOn\nDecember 20, 2024, NDRC and MOFCOM issued the Catalogue of Industries for Encouraged Foreign Investment (2025), updating the 2022 version.\nFollowing a consultation process, the 2025 Catalogue has been officially released and replaces the previous edition. Compared with the\n2022 Catalogue, the revised version further expands the scope of industries eligible for foreign investment incentives, with a particular\nemphasis on advanced manufacturing services. In total, the 2025 Catalogue introduces 205 new items and revises 303 existing ones, increasing\nthe total number of encouraged items to 1,679. The 2025 Catalogue entered into force on February 1, 2026.\n\n \n\nAble\nView, as a comprehensive brand management partner, distribute and sell cross-border products from various global brand owners to Chinese\nconsumers through multiple e-commerce channels. The industry of the wholesale and retail of cosmetics is not prohibited or restricted\nby the 2024 Negative List that is currently effective as of the date of this Report.\n\n \n\nIf,\nin the future, the Negative List does expand to include the wholesale and retail of cosmetics into the restricted category of the foreign\ninvestment, the Negative List may set out the shareholding limit for foreign investors to invest in a domestic company with the business\nof wholesale and retail of cosmetics, the requirements on the nationality of senior executives or other special administrative measures\nfor the entry of foreign investment in the wholesale and retail of cosmetics. If foreign investment is prohibited from the wholesale\nand retail of cosmetics, the foreign investors cannot invest in the sector of the wholesale and retail of cosmetics. Any of such changes\nmay negatively influence the business operation of Able View, forcing Able View to switch market focus, which may not be successful,\nor cause our securities to significantly decline in value or become worthless.\n\n \n\n**PRC\nregulations regarding acquisitions impose significant regulatory approval and review requirements, which could make it more difficult\nfor us to grow through acquisitions.**\n\n \n\nOn\nAugust 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission,\nthe State Taxation Administration of the PRC, or the STA, the State Administration for Industry and Commerce of the PRC (currently known\nas SAMR), the CSRC, and the State Administration of Foreign Exchange, or the SAFE, jointly promulgated *the Rules on Mergers and Acquisitions\nof Domestic Enterprises by Foreign Investors*, or the M&A Rules, which came into effect on September 8, 2006 and were latest amended\non June 22, 2009.\n\n \n\n31\n\n \n\n \n\nThe\nM&A Rules established additional procedures and requirements that are expected to make merger and acquisition activities in China\nby foreign investors more time-consuming and complex, including requirements in some instances that the MOFCOM be notified in advance\nof any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, *the Rules of\nthe MOFCOM on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors*,\nissued by the MOFCOM in August 2011, specify that mergers and acquisitions by foreign investors that raise “national defense and\nsecurity” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises\nthat raise “national security” concerns are subject to strict review by the MOFCOM, and prohibit any attempt to bypass a\nsecurity review, including by structuring the transaction through a proxy or contractual control arrangement. In addition, the Anti-Monopoly\nLaw requires that the anti-monopoly law enforcement agency be notified in advance of any concentration of undertaking if certain thresholds\nare triggered. In addition, our proposed formation of joint venture with, or acquisition of control of, or decisive influence over, any\ncompany with revenues above relevant thresholds would be subject to SAMR merger control review. Complying with the requirements of the\nrelevant regulations to complete such transactions could be time-consuming, and any required approval processes, including approval from\nthe anti-monopoly law enforcement agency, may delay or inhibit our ability to complete such transactions, which could affect our ability\nto expand our business or maintain our market share.\n\n \n\nFurthermore,\noutbound direct investments conducted by PRC enterprises are subject to approval, filing or reporting requirements under relevant NDRC,\nMOFCOM and SAFE rules. Currently we do not intend to make any outbound direct investment, but if in the future we conduct any such investments,\nwe are subject to the requirements mentioned above and may be ordered to cease such outbound investments and subject to relevant legal\nand administrative liabilities. In addition, the NDRC issued the *Administrative Measures for the Outbound Investment by Enterprises*,\nor the Outbound Investment Measures, in December 2017 which came into effect on March 1, 2018. Under the Outbound Investment Measures,\nif an overseas entity controlled by PRC enterprises or individuals conducts an outbound investment with an investment amount of US$300\nmillion or above in one of the non-sensitive areas, it shall file with the NDRC the relevant information before the closing of such investment.\nFor any outbound investment by an overseas entity controlled by PRC enterprises or individuals in one of the sensitive areas listed in\n*the Outbound Investment Sensitive Industry Catalogue (2018 Version)* which was promulgated by the NDRC in January 2018 and came\ninto effect on March 1, 2018, or the Outbound Investment Sensitive Industry Catalogue (2018), such investment shall be subject to the\nNDRC approval requirement. We may be deemed by the regulatory authorities as an overseas entity controlled by PRC individuals and therefore\nour overseas acquisition may be subject to such filing or approval procedures.\n\n \n\nIf\nthe regulatory authorities’ practice remains unchanged, our ability to carry out our investment and acquisition strategy may be\nmaterially and adversely affected and there may be significant uncertainty as to whether transactions that we have taken or may undertake\nwould subject us to fines or other administrative penalties and negative publicity and whether we will be able to complete large acquisitions\nin the future in a timely manner or at all.\n\n** **\n\n**The\npermission or approval of, or filing to, the China Securities Regulatory Commission may be required in future offerings or financings,\nand, if required, we cannot predict whether we will be able to obtain such permission or approval, or timely clear the filing requirements.**\n\n \n\nThe\nM&A Rules requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies\nand controlled by PRC persons or entities to obtain the approval of the CSRC prior to the listing and trading of such special purpose\nvehicle’s securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear, and our\noffshore offerings may ultimately require approval of the CSRC. If the CSRC approval is required, it is uncertain whether we can or how\nlong it will take us to obtain the approval and, even if we obtain such CSRC approval, the approval could be rescinded. Any failure to\nobtain or delay in obtaining the CSRC approval for any of our offshore offerings, or a rescission of such approval if obtained by us,\nwould subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which may include fines and penalties on our operations\nin China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially\nand adversely affect our business, financial condition, and results of operations.\n\n \n\nOn\nDecember 24, 2021, the CSRC published the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing\nby Domestic Companies (Draft for Comment) (the “Draft Provisions”), and the Administrative Measures for the Filing of Overseas\nSecurities Offering and Listing by Domestic Companies (Draft for Comment) (the “Draft Measures”, collectively with the Draft\nProvisions, the “Draft Rules”) for public comments. The Draft Rules lay out specific filing requirements for overseas listing\nand offering by PRC domestic companies and include unified regulation management and strengthening regulatory coordination.\n\n \n\n32\n\n \n\n \n\nOn\nFebruary 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies\n(the “Trial Measures”), which took effect on March 31, 2023. The Trial Measures supersede the Draft Rules and clarified and\nemphasized several aspects, which include but are not limited to: (1) comprehensive determination of the “indirect overseas offering\nand listing by PRC domestic companies” in compliance with the principle of “substance over form” and particularly,\nan issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same\ntime: a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated\nfinancial statements for the most recent accounting year is accounted for by PRC domestic companies, and b) the main parts of the issuer’s\nbusiness activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers\nin charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China; (2) exemptions from immediate\nfiling requirements for issuers that a) have already been listed or registered but not yet listed in foreign securities markets, including\nU.S. markets, prior to the effective date of the Trial Measures, and b) are not required to re-perform the regulatory procedures with\nthe relevant overseas regulatory authority or the overseas stock exchange, and c) whose such overseas securities offering or listing\nshall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures as required if they\nconduct refinancing or are involved in other circumstances that require filing with the CSRC, specifically, future securities offerings\nin an overseas stock exchange where the company has previously offered and listed shall be filed with the CSRC based on the Trial Measures\nwithin three working days after the offering is completed.; (3) a negative list (the “Trial Measures Negative List”) of types\nof issuers banned from listing or offering overseas, including but not limited to (a) issuers whose listing or offering overseas have\nbeen recognized by the State Council of the PRC as possible threats to national security, (b) issuers whose affiliates have been recently\nconvicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding\nequity ownership; (4) issuers’ compliance with web security, data security, and other national security laws and regulations; and\n(5) issuers’ filing and reporting obligations (the “Trial Measures Filing Obligations”), such as obligation to file\nwith the CSRC after it submits an application for initial public offering to overseas regulators, and obligation after offering or listing\noverseas to report to the CSRC material events including change of control or voluntary or forced delisting of the issuer.\n\n \n\nThe\nTrial Measures provide the CSRC with power to warn, fine, and issue injunctions against both PRC domestic companies, their controlling\nshareholders, and their advisors in listing or offering securities (collectively, the “Subject Entities”), as well as individuals\ndirectly responsible for these Subject Entities (the “Subject Individuals”). For failure to comply with the Trial Measures\nNegative List or the Trial Measures Filing Obligations, or materially false or misleading statements in the filing and reporting required\nby the Trial Measures: (1) PRC domestic companies, and their controlling shareholders if the controlling shareholders induced the PRC\ndomestic companies’ failure to comply, severally, may face warnings, injunctions to comply, and fines between RMB 1 million and\n10 million (approximately $137,000 and $1,370,000); the Subject Individuals in these entities may severally, face warnings and fines\nbetween RMB 0.5 million and 5 million (approximately $68,500 and $685,000). (2) Advisors in listing or offering securities that failed\nto dutifully advise the PRC domestic companies and their controlling shareholders in complying with the Trial Measures and caused such\nfailures to comply can face warnings and fines between RMB 0.5 million and 5 million (approximately $68,500 and $685,000); the Subject\nIndividuals in these advisor entities may, severally, face warnings and fines between RMB 0.2 million and 2 million (approximately $27,400\nand $274,000).\n\n \n\nLastly,\nany actions by the Chinese government to exert more oversight and control over transaction that are conducted overseas could significantly\nlimit or completely hinder our ability to complete our business combination transaction, delisting from the Nasdaq stock market even\nafter listing and cause the value of such securities to significantly decline or be worthless.\n\n \n\nOn\nFebruary 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets Protection and the National Archives\nAdministration jointly issued the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering\nand Listing by Domestic Companies, or the Confidentiality and Archives Provisions, which took effect from March 31, 2023. The Confidentiality\nand Archives Provisions specify that during the overseas securities offering and listing activities of domestic companies, domestic companies\nand securities companies and securities service institutions that provide relevant securities business shall, by strictly abiding by\nthe relevant laws and regulations of the PRC and this Confidentiality and Archives Provisions, institute a sound confidentiality and\narchives administration systems, take necessary measures to fulfill confidentiality and archives administration obligations, and shall\nnot divulge any national secrets, work secrets of governmental agencies and harm national and public interests. Confidentiality and Archives\nProvisions provides that it is applicable to initial public offerings as well as other types of securities listing of PRC domestic enterprises,\nincluding de-SPAC transactions such as our Business Combination, and any future issuance of securities and listing activities after the\ninitial listing. Working papers generated in the PRC by securities companies and securities service providers that provide relevant securities\nservices for overseas issuance and listing of securities by domestic companies shall be kept in the PRC. Confidentiality and Archives\nProvisions provide no explicit definition of working papers. In practice, the securities companies’ working papers usually refer\nto various important information and work records related to the securities business obtained and prepared by the securities companies\nand securities service providers and their representatives in the whole process of the securities businesses, such as due diligence work.\nWithout the approval of relevant competent authorities, such as CSRC, MOF PRC National Administration of State Secrets Protection, and\nNational Archives Administration of China, depending on the nature and transmission method of secrets, it shall not be transferred overseas.\nWhere documents or materials need to be transferred outside of the PRC, it shall be subject to the approval procedures in accordance\nwith relevant PRC regulations. The relevant competent authorities, such as, CSRC, MOF, PRC National Administration of State Secrets Protection,\nand National Archives Administration of China will regulate, supervise and inspect pursuant to their respective statutory mandates over\nmatters of Confidentiality and Archives Administration concerning overseas offering and listing by domestic companies. As Confidentiality\nand Archives Administration is newly promulgated, there is substantial uncertainty regarding their specific requirements. If we fail\nto comply with related laws and regulations, we may be subject to fines, confiscation, blocking transmission or criminal offense. We\nhave taken measures to adopt management systems for the compliance of Confidentiality and Archives Provisions. We believe our listing\ndoes not involve national secrets, work secrets of governmental agencies and undermines national and public interests. There is no assurance\nthat we will be able to meet all applicable regulatory requirements and guidelines, or comply with all applicable regulations at all\ntimes, or that we will not be subject to fines or other penalties in the future as a result of regulatory inspections.\n\n \n\n33\n\n \n\n \n\nBased\non the understanding of Company’s corporate compliance team, neither the Company, nor any of its subsidiaries, including all the\nPRC Operating Entities are currently required to obtain any permissions or approvals from Chinese authorities, including the China Securities\nRegulatory Commission, or CSRC, or Cybersecurity Administration Committee, or CAC, to list on U.S. exchanges or issue securities to foreign\ninvestors. We have not been denied any permissions or approvals either as of the date of this Report. However, if we were required to\nobtain any requisite permissions or approvals in the future and were denied permission or approval from Chinese authorities to list on\nU.S. exchanges, we will not be able to continue listing on any U.S. exchange, which would materially affect the interest of the investors.\nIt is uncertain when and whether the Company will be required to obtain any requisite permissions or approvals from the PRC government\nto list on U.S. exchanges in the future, and even when such permission or approval is obtained, whether it will be denied or rescinded.\nAlthough the Company is currently not required to obtain permission or approval from any of the PRC government and has not received any\ndenial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and\nregulations relating to its business or industry.\n\n** **\n\n**PRC\nregulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC\nOperating Entities to liability or penalties, limit our ability to inject capital into our PRC Operating Entities or limit our PRC Operating\nEntities’ ability to increase their registered capital or distribute profits.**\n\n \n\nSAFE\npromulgated *the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and\nFinancing and Roundtrip Investment through Special Purpose Vehicles*, or SAFE Circular 37, on July 4, 2014, which replaced the former\ncircular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents\nto register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for\nthe purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic\nenterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular\n37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle,\nsuch as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material\nevent. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration,\nthe PRC Operating Entities of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent\nand from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability\nto contribute additional capital into its mainland China subsidiary. Moreover, failure to comply with the various SAFE registration requirements\ndescribed above could result in liability under PRC law for evasion of foreign exchange controls. According to *the Notice on Further\nSimplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment* released on February 13, 2015 by\nSAFE, local banks shall examine and handle foreign exchange registration for overseas direct investment, including the initial foreign\nexchange registration and amendment registration under SAFE Circular 37 from June 1, 2015. Beneficial owners of the special purpose vehicle\nwho are PRC citizens are also required to make annual filing with the local banks regarding their overseas direct investment status.\n\n \n\nWe\nmay not be aware of the identities of all of our beneficial owners who are PRC residents. We do not have control over our beneficial\nowners and cannot assure you that all of our PRC-resident beneficial owners will comply with SAFE Circular 37 and subsequent implementation\nrules, including the annual filing requirement. Furthermore, we may be unable to disclose change in our beneficial owners’ shareholding\ninterests in us during the annual filing process of our PRC Operating Entities as required by SAFE. The failure of our beneficial owners\nwho are PRC residents to register or amend their foreign exchange registrations in a timely manner pursuant to SAFE Circular 37 and subsequent\nimplementation rules, or the failure of future beneficial owners of our company who are PRC residents to comply with the registration\nprocedures set forth in SAFE Circular 37 and subsequent implementation rules, may subject such beneficial owners or our PRC Operating\nEntities to fines and legal sanctions. As of the date of this Report, all our shareholders have duly registered as required. However,\nwe cannot guarantee that in the future, any new shareholders or any existing shareholders can register or amend their registration in\na timely manner. Failure to register or comply with relevant requirements may also limit our ability to contribute additional capital\nto our PRC Operating Entities and limit our PRC subsidiaries’ ability to distribute dividends to our company. These risks may have\na material adverse effect on our business, financial condition and results of operations.\n\n** **\n\n34\n\n \n\n** **\n\n**PRC\nregulations of loans to PRC entities and direct investment in PRC entities by offshore holding companies may delay or prevent us from\nusing the proceeds of our offerings to make loans or additional capital contributions to our PRC Operating Entities.**\n\n \n\nWe\nmay transfer funds to our PRC Operating Entities, which are Foreign-invested enterprises or FIEs, under PRC Laws or finance such FIEs\nby means of shareholder loans or capital contributions, upon completion of our offerings. Any such loans to our FIEs cannot exceed statutory\nlimits, which is either the difference between the registered capital and the total investment amount of such FIE or a multiple of the\nFIE’s net assets in the previous year, and shall be registered or filed with SAFE, or its local counterparts. Furthermore, if we\nmake any capital contributions to FIEs, FIEs are required to register the details of the capital contribution with the local branch of\nSAMR and submit a report on the capital contribution via the online enterprise registration system to the MOFCOM.\n\n \n\nIn\naddition, SAFE promulgated *the Circular on the Relevant Operating Issues concerning Administration Improvement of Payment and Settlement\nof Foreign Currency Capital of Foreign-invested Enterprises*, or Circular 142, on August 29, 2008. SAFE promulgated *the Circular\nof the State Administration of Foreign Exchange on Further Clarifying & Regulating Relevant Matters Concerning the Administration\nof Some Foreign Exchange Businesses under Capital Accounts*, or Circular 45, on November 9, 2011, in order to clarify the application\nof Circular 142. Under Circular 142 and Circular 45, registered capital of a foreign-invested company settled in RMB converted from foreign\ncurrencies, may only be used within the business scope approved by the applicable government authority and may not be used for equity\ninvestments in the PRC. On March 30, 2015, SAFE released *the Circular on the Reform of the Management Method for the Settlement of\nForeign Exchange Capital of Foreign-invested Enterprises*, or SAFE Circular 19, which came into force and superseded SAFE Circular\n142 from June 1, 2015. SAFE Circular 19 has made certain adjustments to some regulatory requirements on the settlement of foreign exchange\ncapital of foreign-invested enterprises, and some foreign exchange restrictions under Circular 142 are lifted. Under SAFE Circular 19,\nthe settlement of foreign exchange by FIEs shall be governed by the policy of foreign exchange settlement at will. In June 2016, SAFE\npromulgated *the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts*,\nor SAFE Circular 16, which removed certain restrictions previously provided under several SAFE circulars in respect of conversion by\nan FIE of foreign currency registered capital into RMB and use of such RMB capital. However, SAFE Circular 19 and SAFE Circular 16 also\nreiterate that the settlement of foreign exchange shall only be used for purposes within the business scope of the FIEs. On October 23,\n2019, the SAFE issued *the Circular on Further Promoting Cross-border Trade and Investment Facilitation*, or SAFE Circular 28. Among\nothers, SAFE Circular 28 relaxes prior restrictions and allows foreign-invested enterprises whose approved business scope does not include\nequity investments to use their capital funds obtained from foreign exchange settlement to make domestic equity investments in China,\nprovided that such investments do not violate the Negative List and the target investment projects are genuine and in compliance with\nthe laws.\n\n \n\nIn\nlight of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies,\nincluding SAFE Circulars referred to above, we cannot assure you that we will be able to complete the necessary government registrations\nor filings on a timely basis, if at all, with respect to future loans by us to our PRC Operating Entities or additional capital contributions\nby us to our PRC Operating Entities, and conversion of such loans or capital contributions into RMB. If we fail to complete such registrations\nor filings, our ability to provide loans or capital contributions to our PRC Operating Entities in a timely manner may be negatively\naffected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.\n\n** **\n\n**We\nmay be treated as a resident enterprise for PRC tax purposes under the EIT Law, and we may therefore be subject to PRC income tax on\nour global income.**\n\n \n\nUnder\n*the PRC Enterprise Income Tax Law*, or the EIT Law, and its implementing rules, enterprises established under the laws of jurisdictions\noutside of China with “de facto management bodies” located in China may be considered PRC tax resident enterprises for tax\npurposes and may be subject to the PRC enterprise income tax at the rate of 25% on their global income. “De facto management body”\nrefers to a managing body that exercises substantive and overall management and control over the production and business, personnel,\naccounting books and assets of an enterprise. The STA issued *the Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated\nEnterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies*, or Circular 82, on April 22, 2009, with retroactive\neffect from January 1, 2008. Circular 82 provides certain specific criteria for determining whether the “de facto management body”\nof a Chinese-controlled offshore-incorporated enterprise is located in China. Although Circular 82 only applies to offshore enterprises\ncontrolled by PRC enterprises, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular\n82 may reflect the STA’s general position on how the “de facto management body” test should be applied in determining\nthe tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises. If we were to be considered\na PRC resident enterprise, we would be subject to PRC enterprise income tax at the rate of 25% on our global income. In such case, our\nprofitability and cash flow generated from mainland China may be materially reduced as a result of our global income being taxed under\nthe EIT Law. We believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, the tax\nresident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the\ninterpretation of the term “de facto management body.”\n\n** **\n\n35\n\n \n\n** **\n\n**Dividends\npayable to our foreign investors and gains on the sale of our ordinary shares or ordinary shares by our foreign investors may become\nsubject to PRC tax law.**\n\n \n\nUnder\nthe EIT Law and its implementation regulations issued by the State Council, a 10% PRC withholding tax is applicable to dividends payable\nto investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such\nestablishment or place of business but the dividends are not effectively connected with such establishment or place of business, to the\nextent such dividends are derived from sources within the PRC. Similarly, any gain realized on the transfer of ordinary shares or ordinary\nshares by such investors is also subject to PRC tax at a current rate of 10%, subject to any reduction or exemption set forth in applicable\ntax treaties or under applicable tax arrangements between jurisdictions, if such gain is regarded as income derived from sources within\nthe PRC. If we are deemed a PRC resident enterprise, dividends paid on our ordinary shares or ordinary shares, and any gain realized\nfrom the transfer of our ordinary shares or ordinary shares would be treated as income derived from sources within the PRC and would\nas a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to individual investors\nwho are non-PRC residents and any gain realized on the transfer of ordinary shares or ordinary shares by such investors may be subject\nto PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties or under applicable tax\narrangements between jurisdictions. It is unclear whether we or any of our subsidiaries established outside China are considered a PRC\nresident enterprise, holders of our ordinary shares or ordinary shares would be able to claim the benefit of income tax treaties or agreements\nentered into between China and other countries or areas. If dividends payable to our non-PRC investors, or gains from the transfer of\nour ordinary shares or ordinary shares by such investors are subject to PRC tax, the value of your investment in our ordinary shares\nor ordinary shares may decline significantly.\n\n** **\n\n**We\nand our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets\nattributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.**\n\n \n\nOn\nFebruary 3, 2015, the STA issued *the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident\nEnterprises*, or Bulletin 7. Pursuant to Bulletin 7, an “indirect transfer” of assets, including equity interests in a\nPRC resident enterprise, by non-PRC resident enterprises may be recharacterized and treated as a direct transfer of PRC taxable assets,\nif such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise\nincome tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. According to Bulletin\n7, “PRC taxable assets” include assets attributed to an establishment in China, immoveable properties located in China, and\nequity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being a non-PRC resident\nenterprise, would be subject to PRC enterprise income taxes. When determining whether there is a “reasonable commercial purpose”\nof the transaction arrangement, features to be taken into consideration include: whether the main value of the equity interest of the\nrelevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consists\nof direct or indirect investment in China or if its income mainly derives from China; whether the offshore enterprise and its subsidiaries\ndirectly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure;\nthe duration of existence of the shareholders, business model and organizational structure of an overseas enterprise; the income tax\npayable abroad due to the indirect transfer of PRC taxable assets; the replicability of the transaction by direct transfer of PRC taxable\nassets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements. In respect of an indirect\noffshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the\nPRC establishment or place of business being transferred and would consequently be subject to PRC enterprise income tax at a rate of\n25%. Where the underlying transfer relates to the immoveable properties located in China or to equity investments in a PRC resident enterprise,\nwhich is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax at 10% would\napply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated\nto make the transfer payments has the withholding obligation. Where the payor fails to withhold any or sufficient tax, the transferor\nshall declare and pay such tax to the tax authority by itself within the statutory time limit. Bulletin 7 does not apply to transactions\nof sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock\nexchange. On October 17, 2017, the STA issued *the Announcement of the State Taxation Administration on Issues Concerning the Withholding\nof Non-resident Enterprise Income Tax at Source*, or Bulletin 37, which came into effect on December 1, 2017. Bulletin 37 further\nclarifies the practice and procedure of the withholding of non-resident enterprise income tax. Pursuant to Bulletin 7 and Bulletin 37,\nboth the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and\nthe transferor fails to pay the taxes.\n\n \n\n36\n\n \n\n \n\nWe\nface uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved,\nsuch as offshore restructuring, sale of shares in our offshore subsidiaries or investments. We may be subject to filing obligations or\ntaxed if we are transferor in such transactions and may be subject to withholding obligations if we are transferee in such transactions,\nunder Bulletin 7 and Bulletin 37. For transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiaries\nmay be requested to assist in the filing. As a result, we may be required to expend valuable resources to comply with Bulletin 7 and\nBulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish\nthat our company should not be taxed under these circulars, or to pay tax pursuant to these circulars, which may have a material adverse\neffect on our financial condition and results of operations.\n\n \n\n**The\nHolding Foreign Companies Accountable Act, or the HFCAA, and the related regulations continue to evolve. Further implementations and\ninterpretations of or amendments to the HFCAA or the related regulations, or a PCAOB determination of its lack of sufficient access to\ninspect our auditor, might pose regulatory risks to and impose restrictions on us because of our operations in mainland China.**\n\n \n\nOn\nApril 21, 2020, SEC released a joint statement highlighting the risks associated with investing in companies based in or have substantial\noperations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB\nto inspect auditors and audit work papers in China and higher risks of fraud in emerging markets. On May 18, 2020, Nasdaq filed three\nproposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”,\n(ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii)\napply additional and more stringent criteria to an applicant or listed company based on the qualifications of the Company’s auditors.\n\n \n\nOn\nMay 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act (the “HFCAA”) requiring a foreign company\nto certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the Company\nuses a foreign auditor not subject to PCAOB inspection. On December 18, 2020, the HFCAA was signed into law. The HFCAA has since then\nbeen subject to amendments by the U.S. Congress and interpretations and rulemaking by the SEC. On June 22, 2021, the U.S. Senate passed\nthe Accelerating Holding Foreign Companies Accountable Act, which proposes to reduce the period of time for foreign companies to comply\nwith PCAOB audits from three to two consecutive years. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”)\nwas signed into law, which officially reduced the number of consecutive non-inspection years required for triggering the prohibitions\nunder the HFCAA from three years to two, thus, would reduce the time before an applicable issuer’s securities may be prohibited\nfrom trading or delisted.\n\n \n\nOn\nJune 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which reduced\nthe period for foreign companies to comply with PCAOB audits from three to two consecutive years. On December 29, 2022, the Consolidated\nAppropriations Act, 2023 was signed into law, which officially reduced the number of consecutive non-inspection years required for triggering\nthe prohibitions under the HFCAA from three years to two.\n\n \n\nOn\nDecember 16, 2021, PCAOB announced the PCAOB HFCAA determinations relating to the PCAOB’s inability to inspect or investigate completely\nregistered public accounting firms headquartered in mainland China and Hong Kong, because of a position taken by one or more authorities\nin mainland China or Hong Kong. The inability of the PCAOB to conduct inspections of auditors in China made it more difficult to evaluate\nthe effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of\nChina that are subject to the PCAOB inspections, which could cause existing and potential investors in issuers operating in China to\nlose confidence in such issuers’ procedures and reported financial information and the quality of financial statements.\n\n \n\nOur auditor, Marcum Asia CPAs LLP (“Marcum Asia”), the\nindependent registered public accounting firm that issues the audit report included elsewhere in this Report, as an auditor of companies\nthat are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to\nwhich the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. Our\nauditor is headquartered in Manhattan, New York, and is subject to inspection by the PCAOB on a regular basis. \n\n \n\n37\n\n \n\n \n\nOn\nAugust 26, 2022, the PCAOB announced and signed a Statement of Protocol (the “Protocol”) with the China Securities Regulatory\nCommission and the Ministry of Finance of the People’s Republic of China (together, the “PRC Authorities”). The Protocol\nprovides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates,\nwithout any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers\nwith all information included and for the PCAOB to retain information as needed; (3) direct access to interview and take testimony from\nall personnel associated with the audits the PCAOB inspects or investigates.\n\n \n\nOn\nDecember 15, 2022, the PCAOB announced in its 2022 HFCAA Determination Report (the “2022 Report”) its determination that\nthe PCAOB was able to secure complete access to inspect and investigate audit firms headquartered in mainland China and Hong Kong in\n2022, and the PCAOB Board voted to vacate previous determinations to the contrary. According to the 2022 Report, this determination was\nreached after the PCAOB had thoroughly tested compliance with every aspect of the Protocol necessary to determine complete access, including\non-site inspections and investigations in a manner fully consistent with the PCAOB’s methodology and approach in the U.S. and globally.\nAccording to the 2022 Report, the PRC Authorities had fully assisted and cooperated with the PCAOB in carrying out the inspections and\ninvestigations according to the Protocol and have agreed to continue to assist the PCAOB’s investigations and inspections in the\nfuture. However, as required by the HFCAA, if in the future the PCAOB determines it no longer can inspect or investigate completely because\nof a position taken by any foreign authority, including but is not limited to mainland China or Hong Kong jurisdiction, the PCAOB will\nact expeditiously to consider whether it should issue a new determination.\n\n \n\nFurther\ndevelopments related to the HFCAA could add uncertainties to our offering. We cannot assure you what further actions the SEC, the PCAOB\nor the stock exchanges will take to address these issues and what impact such actions will have on U.S. companies that have significant\noperations in the PRC and have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter\nstock market). In addition, any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory\naccess to audit information could create uncertainty for investors, the market price of our ordinary shares could be adversely affected,\nand we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement. Such a delisting would substantially\nimpair your ability to sell or purchase our ordinary shares when you wish to do so and would have a negative impact on the price of our\nordinary shares.\n\n** **\n\n**You may experience difficulties in effecting\nservice of legal process, enforcing foreign judgments or bringing actions in China against the Company or its management named in this\nannual report based on foreign laws.**\n\n \n\nThe\nCompany is an exempted company with limited liability incorporated under the laws of the Cayman Islands, the Company conducts substantially\nall of its operations in mainland China and in Hong Kong, with substantially all of our assets being located there. In addition, both\nof our senior executive officers, namely, Mr. Stephen Jian Zhu, Chairman, Director and Chief Executive Officer of the Company, and Mr.\nTang Jing, Director and Chief Financial Officer of the Company, are PRC nationals who reside within China for a significant portion of\nthe time each year. As a result, it may be difficult for our shareholders to effect foreign service of process upon the Company or those\nexecutives or officers inside China.\n\n \n\nShareholder\nclaims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue\nas a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to obtaining information\nneeded for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the local authorities\nin China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to\nimplement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the\nUnities States have not been efficient in the absence of mutual and practical cooperation mechanism.\n\n \n\nAmong\nour directors and officers, Mr. Stephen Jian Zhu, Chairman, Director and Chief Executive Officer of the Company, Mr. Tang Jing, Director\nand Chief Financial Officer of the Company, and Mr. Yilun Wu, Mr. Yimin Zhou, and Mr. Zhifan Zhou, independent directors of the Company,\nare all residents of China and all or a substantial portion of their assets are located outside the United States. China does not have\ntreaties providing for the reciprocal recognition and enforcement of judgments of courts with the Cayman Islands and many other countries\nand regions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation\nto any matter not subject to a binding arbitration provision may be difficult or impossible. As a result, it may be difficult to enforce\nagainst us or them judgments obtained in United States courts or in Cayman Islands courts, including judgments predicated upon the civil\nliability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for a shareholder\nto enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and\nthese persons located in China.\n\n** **\n\n38\n\n \n\n** **\n\n**Restrictions\non currency exchange may limit our ability to utilize our revenue effectively. To the extent our cash in the business is in mainland\nChina, such cash may not be available to freely convert or be changed at favorable rate, and such cash may not be available to fund operations\nor for other use outside of PRC due to interventions in or the imposition of restrictions and limitations on the ability of us or our\nsubsidiaries by the government in mainland China to transfer cash.**\n\n \n\nAs\nof December 31, 2025, Able View has five mainland China operating subsidiaries whose revenues are denominated in Renminbi. Renminbi is\ncurrently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions,\nbut not freely convertible under the “capital account,” which includes foreign direct investment and loans, including loans\nwe may secure from our onshore subsidiaries. The Outbound Investment Sensitive Industry Catalogue (2018) also lists certain industries\nas sensitive outbound investment industries, which are subject to NDRC pre-approval requirements prior to remitting investment funds\noffshore. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the\nfuture for current account transactions. Since we expect to maintain such corporate structure in the future, part of our revenue will\ncontinue being denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenue\ngenerated in Renminbi to fund our business activities outside of the mainland China or pay dividends in foreign currencies to our shareholders,\nincluding holders of our ordinary shares and/or ordinary shares. Foreign exchange transactions under the capital account remain subject\nto limitations and require approvals from, or registration with, SAFE and other relevant governmental authorities in mainland China.\nThis could affect our ability to obtain foreign currency through debt or equity financing for our subsidiaries. To the extent our funds\nin the business is in mainland China, the funds may not be available to fund operations or for other use outside of PRC due to interventions\nin or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the government in mainland China to\ntransfer cash.\n\n** **\n\n**Fluctuations\nin exchange rates could result in foreign currency exchange losses and could materially reduce the value of your investment.**\n\n \n\nThe\nconversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the PBOC. Renminbi has fluctuated against\nthe U.S. dollars, at times significantly and unpredictably. The value of the Renminbi against the U.S. dollar and other currencies is\naffected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government.\nWe cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It\nis difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and U.S. dollar\nin the future. As Able View has five mainland China operating subsidiaries, part of our revenues and costs are denominated in Renminbi,\nany significant revaluation of Renminbi may materially and adversely affect our cash flows, revenues, earnings and financial position,\nand the value of, and any dividends payable on, our ordinary shares and/or ordinary shares in U.S. dollars. For example, to the extent\nthat we need to convert U.S. dollars we receive from our public offerings into Renminbi for our operations in mainland China, appreciation\nof Renminbi against U.S. dollar would have an adverse effect on the amount of Renminbi we receive from the conversion. Conversely, if\nwe decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ordinary shares,\nor for other business purposes, appreciation of U.S. dollar against Renminbi would have a negative effect on the amounts of U.S. dollar\navailable to us.\n\n \n\nVery\nlimited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into\nany hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging\ntransactions in the future, the availability and effectiveness of these hedges may be limited, and we may not be able to adequately hedge\nour exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict\nour ability to convert Renminbi into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect\non your investment.\n\n** **\n\n**Our\ndeferred tax assets are subject to uncertainties and judgments.**\n\n \n\nIn\nthe application of our accounting policies, our management is required to make judgments, estimates and assumptions about the carrying\namounts of certain assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions\nare based on historical experience and other factors that are considered to be relevant. Therefore, actual results may differ from these\naccounting estimates. As of December 31, 2025, we recorded deferred tax assets of $1.5 million. We account for income taxes using the\nasset and liability method. Under this method, deferred tax assets and liabilities are determined based on the temporary differences\nbetween the financial statements carrying amounts and tax bases of existing assets and liabilities by applying enacted statutory tax\nrates that will be in effect in the period in which the temporary differences are expected to reverse. Deferred tax assets are reduced\nby a valuation allowance when, based upon the weight of available evidence, it is more likely than not that some portion or all of the\ndeferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements\nof operations in the period of change. In the event that a substantial reversal of deferred tax assets arises in future periods, our\nresults of operations and financial condition may be materially and adversely affected.\n\n** **\n\n39\n\n \n\n** **\n\n**Failure\nto make adequate contributions to various employee benefit plans as required by the PRC regulations may subject us to penalties.**\n\n \n\nCompanies\noperating in China are required to participate in various government sponsored employee benefit plans, including certain social insurance,\nhousing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of\nsalaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to time.\nThe requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different\nlevels of economic development in different locations. In addition, we engage third-party human resources agencies to make social insurance\nand housing fund contributions for certain of our employees, and there is no assurance that such third-party agencies will make such\ncontributions in full in a timely manner, or at all. Although some of our PRC entities incorporated in various locations in China have\nmade the required employee benefit payments, we cannot assure you that we are able to make adequate contribution in a timely manner at\nall times. If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results\nof operations may be adversely affected.\n\n \n\n**Outsourced\nservices engaged by our PRC Operating Entities may be deemed as labor dispatch and thus may cause our PRC Operating Entities to violate\nthe requirements under labor dispatch related PRC Laws and regulations.**\n\n \n\nThe\nMinistry of Human Resources and Social Security promulgated *the Interim Provisions on Labor Dispatch* on January 24,\n2014, which became effective on March 1, 2014. Pursuant to *the Interim Provisions on Labor Dispatch *(the “Provisions”),\nthe employment of workers by an employer in the name of contracting or outsourcing but in essence the workers work at the employer’s\nlocation, receive tasks directly from the employer shall be regarded as labor dispatch and subject to the Provisions. Pursuant to *the\nLabor Contract Law of the PRC* and *the Interim Provisions on Labor Dispatch*, the number of dispatched labor that\nan employer may employ shall not exceed 10 percent of the total number of its employees (i.e., the sum of employees executed labor contracts\nwith such employer and the number of labor dispatch used by such employer). Any employer in violation of the aforementioned laws and\nregulations shall be ordered by competent labor administrative authorities to make corrections within a stipulated period, and any failure\nto make the correction may subject such employer to a fine ranging from RMB 5,000 (approximately USD 702) to RMB 10,000 (approximately\nUSD 1,403) per person. Three of our PRC Operating Entities have relatively few employees (i.e., less than 10) while most of the\nlabor force used by such PRC Operating Entities are in the form of outsourced services. In addition, the workers, pursuant to the outsource\nservice agreements executed by and between our PRC Operating Entities and the human resources company, will work at the office of these\nPRC Operating Entities, receive tasks directly from the management, and be paid social insurance by the PRC Operating Entities. Therefore,\nin practice, these PRC Operating Entities may be deemed by the competent labor administrative authorities as using the labor force in\nthe form of labor dispatch. If the outsourced services used by any of our PRC Operating Entities is regarded as labor dispatch in the\nfuture, the number of such workers of that PRC Operating Entity employed would exceed the legally permitted number of labor dispatch\nworkers a company may use. We may be required to reduce the number of outsourced service persons used to be compliant with the legal\nrequirements, otherwise, we may be subject to fines by relevant labor administrative authorities, and we may be fined again for the same\nreason if such labor authority finds out that the Company commits the same non-compliance subsequently. If we cannot convert certain\noutsourced employees into employees to gain compliance in a timely manner, our business operations and financial conditions may be adversely\naffected.\n\n** **\n\n**Risks\nRelated to Doing Business in Hong Kong**\n\n** **\n\n**Able\nView is subject to a variety of laws and other obligations, including cybersecurity, data protection or anti-monopoly. Any failure to\ncomply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results\nof operations.**\n\n \n\nAble\nView is subject to a variety of laws and other obligations regarding data protection in Hong Kong. The Personal Data (Privacy) Ordinance\n(Chapter 486 of the Laws of Hong Kong) (the “PDPO”) came into force on December 20, 1996. The PDPO states that any person\nwho controls the collection, holding, processing or use of personal data (the “data user”) shall not do any act, or engage\nin a practice, that contravenes any of the data protection principles set out in Schedule 1 to the PDPO (the “Data Protection Principles”)\nunless the act or practice, as the case may be, is required or permitted under the PDPO. Personal data means any data (a) relating directly\nor indirectly to a living individual; (b) from which it is practicable for the identity of the individual to be directly or indirectly\nascertained; and (c) in a form in which access to or processing of the data is practicable.\n\n \n\n40\n\n \n\n \n\nThe\nData Protection Principles set out that (1) personal data must be collected in a lawful and fair way, for a purpose directly related\nto a function or activity of the data user. Data subjects must be notified of the purpose for which the data is to be used and the classes\nof persons to whom the data may be transferred. Data collected should be adequate but not excessive; (2) personal data must be accurate\nand should not be kept for a period longer than necessary for the fulfillment of the purpose for which the data is or is to be used;\n(3) personal data must be used for the purpose for which the data is collected or for a directly related purpose unless voluntary and\nexplicit consent with a new purpose is obtained from the data subject; (4) a data user shall take practicable steps to safeguard any\npersonal data held against unauthorized or accidental access, processing, erasure, loss or use; (5) a data user shall take practicable\nsteps to ensure that its policies and practices in relation to personal data, the kind of personal data it holds and the main purposes\nfor which the personal data is or is to be used for are made known to the public; and (6) a data user shall be entitled to request access\nto personal data and must be allowed to correct the personal data if it is inaccurate.\n\n \n\nMoreover,\nthe Personal Data (Privacy) (Amendment) Ordinance 2021 (the “PDPAO”) came into effect on October 8, 2021. It amends the PDPO,\nparticularly to: (i) criminalize doxing, i.e. unconsented disclosure of personal information of targeted individuals and groups; (ii)\nintroduce a cessation notice regime to tackle doxing with extra-territorial reach; and (iii) substantially expand the investigation and\nenforcement powers of the Privacy Commissioner for Personal Data, in contexts beyond doxing.\n\n \n\nOur\ndirectors are of the view that Able View is in compliance with the PDPO and the PDPAO, for the following reasons: (i) using our products\nand services which do not require providing users’ personal information and (ii) we possess minimum amount, if not none of the\npersonal information in our business operations. Nonetheless, we are subject to laws and regulations relating to the collection, storage,\nuse, processing, transmission, retention, security and transfer of personal information and other data. The interpretation and application\nof laws, regulations and standards on data protection and privacy are still uncertain and evolving. We cannot assure you that the governmental\nauthorities will not interpret or implement the laws or regulations in ways that negatively affect us. We may be subject to investigations\nand inspections by government authorities regarding our compliance with laws and regulations on data privacy, and we cannot assure you\nthat our practices will always fully comply with all applicable rules and regulatory requirements. In addition, laws, regulations and\nstandards on data protection and privacy continue to develop and may vary from jurisdiction to jurisdiction. Complying with emerging\nand changing international requirements may cause us to incur substantial costs or require us to change our business practices.\n\n \n\nIn\naddition, the Competition Ordinance (Chapter 619 of the Laws of Hong Kong) prohibits and deters undertakings in all sectors from adopting\nanti-competitive conduct which has the object or effect of preventing, restricting, or distorting competition in Hong Kong. It provides\nfor general prohibitions in three major areas of anti-competitive conduct described as the first conduct rule, the second conduct rule,\nand the merger rule. The first conduct rule prohibits undertakings from making or giving effect to agreements or decisions or engaging\nin concerted practices that have as their object or effect the prevention, restriction, or distortion of competition in Hong Kong. The\nsecond conduct rule prohibits undertakings that have a substantial degree of market power in a market from engaging in conduct that has\nas its object or effect the prevention, restriction, or distortion of competition in Hong Kong. The merger rule prohibits mergers that\nhave or are likely to have the effect of substantially lessening competition in Hong Kong. The scope of application of the merger rule\nis limited to carrier licenses issued under the Telecommunications Ordinance (Chapter 106 of the Laws of Hong Kong). As of the date of\nthis Report, we and our Hong Kong subsidiaries have complied with all three areas of anti-competition laws and requirements in Hong Kong.\nOur Hong Kong subsidiaries have not engaged in any concerted practices that have an object or effect to prevent, restrict, or distort\ncompetition in Hong Kong. Additionally, neither we nor our Hong Kong subsidiaries possess a substantial degree of market power in the\nHong Kong market that could trigger the second conduct rule. The merger rule is equally not applicable to us or our Hong Kong subsidiaries\nsince neither we nor our Hong Kong subsidiaries hold any carrier license issued under the Telecommunications Ordinance.\n\n \n\nExcept\nfor the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (“Basic Law”), national\nlaws of the Mainland China do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation\nor local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within\nthe scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. Therefore, laws and\nregulations of mainland China relating to data protection, cybersecurity review and the anti-monopoly have not been listed in Annex III\nand so do not apply directly to Hong Kong.\n\n \n\n41\n\n \n\n \n\nHowever,\ndue to long arm provisions under the current Mainland China laws and regulations, there remains regulatory and legal uncertainty with\nrespect to the implementation of laws and regulations of Mainland China to Hong Kong. As a result, there is no guarantee that the PRC\ngovernment may not choose to implement the laws of the Mainland China to Hong Kong and exercise significant direct influence and discretion\nover Hong Kong subsidiary of Able View in the future and, it will not have a material adverse impact on our business, financial condition\nand results of operations, due to changes in laws, political environment or other unforeseeable reasons.\n\n \n\nIn\nthe event that the Hong Kong subsidiary of Able View were to become subject to laws and regulations of Mainland China, the legal and\noperational risks associated in Mainland China may also apply to our operations in Hong Kong, and we face the risks and uncertainties\nassociated with the legal system in the Mainland China, complex and evolving Mainland China laws and regulation, and as to whether and\nhow the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly\nconcerns, would be applicable to Hong Kong subsidiary of Able View.\n\n \n\n**Risks\nRelated to Ownership of our Securities**\n\n** **\n\n**Payment\nof dividends is subject to restrictions under PRC Laws. There is no assurance whether and when we will pay dividends.**\n\n \n\nUnder\napplicable PRC Laws, dividends may be paid only out of distributable profits. Distributable profits mean, as determined under PRC GAAP\nor U.S. GAAP, whichever is lower, our net profits for a period, plus the distributable profits or net of the accumulated losses, if any,\nat the beginning of such period, less appropriations to transaction risk reserve, statutory surplus reserve (determined under PRC GAAP)\nand discretionary surplus reserve (as approved by our shareholders’ meeting). As a result, we may not have sufficient profit to\nenable us to make future dividend distributions to our shareholders, even if one of our financial statements prepared in accordance with\nPRC GAAP or U.S. GAAP indicates that our operations have been profitable. We may distribute\ndividends in the form of cash or by other means permitted by our Articles of Association. Any proposed distribution of dividends shall\nbe formulated by our Board and will be subject to approval of our Shareholders. A decision to declare or to pay any dividends in the\nfuture, and the amount of any dividend, will depend upon a number of factors, including our earnings and financial condition, operating\nrequirements, capital requirements, business prospects, statutory, regulatory and contractual restrictions on our declaration and payment\nof dividends, and any other factors that our Directors may consider important. Any history dividends distribution cannot be regarded\nas any form of indication of either the amount or the time we will distribute dividends. We cannot assure you that our dividend policies\nwill not change in the future.\n\n** **\n\n**The\nCompany is a holding company, and will rely on dividends paid by our PRC Operating Entities for our cash needs. Any limitation on the\nability of our PRC Operating Entities to make dividend payments to us, or any tax implications of making dividend payments to us, could\nlimit our ability to pay our parent company expenses or pay dividends to holders of our ordinary shares.**\n\n \n\nThe\nCompany is a holding company and conduct a significant part of our business in China through our PRC Operating Entities. We may rely\non dividends to be paid by our PRC Operating Entities to fund our cash and financing requirements, including the funds necessary to pay\ndividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. If our\nPRC Operating Entities incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to\npay dividends or make other distributions to us, and in turn affect our ability to pay dividends to our investors.\n\n \n\nUnder\nPRC Laws and regulations, our PRC Operating Entities may pay dividends only out of their accumulated profits as determined in accordance\nwith PRC accounting standards and regulations. In addition, our subsidiaries in China are required to set aside at least 10% of its after-tax\nprofits each year, if any, to fund a statutory capital reserve until such reserve reaches 50% of its registered capital. Each of such\nentity in China may further set aside a portion of its after-tax profits to the optional capital reserve, the amount to be set aside,\nif any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to\nincrease the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds\nare not distributable as cash dividends except in the event of liquidation. If our PRC Operating Entities cannot generate enough revenues\nin the future, their abilities to pay dividends or make other distributions to us may be restricted, and in turn affect our ability to\npay dividends to our investors.\n\n \n\n42\n\n \n\n \n\nOur\nPRC Operating Entities generates primarily all of their revenue in Renminbi, which is not freely convertible into other currencies. As\na result, any restriction on currency exchange may limit the ability of our PRC Operating Entities to use their Renminbi revenues to\npay dividends to us. The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting\nprocess may be put forward by SAFE for cross-border transactions falling under both the current account and the capital account. Any\nlimitation on the ability of our PRC Operating Entities to pay dividends or make other kinds of payments to us could materially and adversely\nlimit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund\nand conduct our business.\n\n \n\nIn\naddition, the EIT Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable\nby Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between\nthe PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated. Any\nlimitation on the ability of our PRC Operating Entities to pay dividends or make other distributions to us could materially and adversely\nlimit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund\nand conduct our business.\n\n \n\nPursuant\nto the Arrangement between the PRC and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion\non Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise,\nas the beneficial owner, owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and\ncertain requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of\nthe relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the\n12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate\nfrom the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a\ntax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from\nthe relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with\nrespect to dividends to be paid by our PRC Operating Entities to their respective immediate holding company in Hong Kong.\n\n** **\n\n**Because\nthere are no current plans to pay cash dividends on the Ordinary Share for the foreseeable future, you may not receive any return on\ninvestment unless you sell your Ordinary Share for a price greater than that which you paid for it.**\n\n \n\nThe\nCompany intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans\nto pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of the Ordinary\nShare will be at the sole discretion of our board of directors. our board of directors may take into account general and economic conditions,\nour financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual,\nlegal, tax, and regulatory restrictions, implications on the payment of dividends by the Company to its shareholders or by its subsidiaries\nto it and such other factors as our board of directors may deem relevant. In addition, our ability to pay dividends is limited by covenants\nof our existing and outstanding indebtedness and may be limited by covenants of any future indebtedness the Company incurs. As a result,\nyou may not receive any return on an investment in our Ordinary Share unless you sell our Ordinary Share for a price greater than that\nwhich you paid for it.\n\n** **\n\n**Our\nClass B Ordinary Shares’ liquidity and market price may be volatile.**\n\n \n\nThe\nprice and trading volume of our Class B Ordinary Shares may be volatile. The following factors, among others, may affect the trading\nvolume and price of our Class B Ordinary Shares:\n\n \n\n \n●\nactual\nor anticipated fluctuations in our revenue and results of operations;\n\n \n\n \n●\nloss\nof significant customers or material defaults by our customers;\n\n \n\n \n●\nmajor\nchanges in our key personnel or senior management;\n\n \n\n43\n\n \n\n \n\n \n●\nannouncements\nof competitive developments, acquisitions or strategic alliances in our industry;\n\n \n\n \n●\nchanges\nin earnings estimates or recommendations by financial analysts;\n\n \n\n \n●\ninvolvement\nin litigation or regulatory investigations;\n\n \n\n \n●\ngeneral\nmarket conditions or other developments affecting us or our industry;\n\n \n\n \n●\nfluctuations\nin stock market price and volume and other events or factors beyond our control;\n\n \n\n \n●\nthe\nrelease of lockup or other transfer restrictions on our outstanding Ordinary Shares, or sales or perceived sales of additional Ordinary\nShares by us or other shareholders; and\n\n \n\n \n●\nour\ninability to obtain or maintain regulatory approval for our business operations.\n\n \n\nIn\naddition, stock markets and the shares of other companies listed on the Nasdaq with significant operations and assets in China have been\nexperiencing increasing price and volume fluctuations in recent years, some of which have been unrelated or disproportionate to the operating\nperformance of such companies. These broad market and industry fluctuations may adversely affect the market price of our Ordinary Shares,\nand it is possible that our Ordinary Shares may be subject to changes in price not directly related to our performance.\n\n** **\n\n**If\nAble View fails to implement and maintain an effective system of internal controls to remediate its material weaknesses over financial\nreporting, the Company may be unable to accurately report its results of operations, meets its reporting obligations or prevent fraud,\nand investor confidence and the market price of our ordinary shares may be materially and adversely affected.**\n\n \n\nPrior\nto the Business Combination, Able View was a private company with limited accounting personnel and other resources with which to address\nAble View’s internal controls and procedures. Neither Able View nor its independent registered public accounting firm undertook\na comprehensive assessment of Able View’s internal control under the Sarbanes-Oxley Act of 2002 for purposes of identifying and\nreporting any material weakness in Able View’s internal control over financial reporting. Had Able View performed a formal assessment\nof Able View’s internal control over financial reporting or had Able View’s independent registered public accounting firm\nperformed an audit of Able View’s internal control over financial reporting, material weakness or control deficiencies may have\nbeen identified. Upon completion of the Business Combination, the Company has become subject to the Sarbanes-Oxley Act of 2002. Section\n404 of the Sarbanes-Oxley Act, or Section 404, requires the Company to include a report from management on the effectiveness of our internal\ncontrol over financial reporting in our annual report on Form 20-F beginning with our second annual report on Form 20-F after becoming\na public company. In addition, once the Company ceases to be an “emerging growth company” as such term is defined in the\nJOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over\nfinancial reporting. Moreover, even if our management concludes that our internal control over financial reporting is effective, our\nindependent registered public accounting firm, after conducting its own independent testing, may issue an adverse opinion on the effectiveness\nof internal control over financial reporting if it is not satisfied with our internal controls or the level at which our controls are\ndocumented, designed, operated or reviewed, or if it interprets the relevant requirements differently from the Company. In addition,\nafter the Company becomes a public company, our reporting obligations may place a significant strain on our management, operational and\nfinancial resources and systems for the foreseeable future. The Company may be unable to complete its evaluation testing and any required\nremediation in time.\n\n \n\nDuring\nthe course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, the Company\nmay identify other weaknesses and deficiencies in our internal control over financial reporting. If the Company fails to maintain the\nadequacy of its internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time,\nthe Company may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance\nwith Section 404. Generally speaking, if the Company fails to achieve and maintain an effective internal control environment, it could\nresult in material misstatements in our financial statements and could also impair our ability to comply with applicable financial reporting\nrequirements and related regulatory filings on a timely basis. As a result, our businesses, financial condition, results of operations\nand prospects, as well as the trading price of ordinary shares, may be materially and adversely affected. Additionally, ineffective internal\ncontrol over financial reporting could expose the Company to increased risk of fraud or misuse of corporate assets and subject the Company\nto potential delisting from the stock exchange on which the Company lists, regulatory investigations and civil or criminal sanctions.\nThe Company may also be required to restate its financial statements from prior periods. The Company will incur increased costs as a\nresult of being a public company.\n\n \n\n44\n\n \n\n \n\nBeing\na public company incurs significant legal, accounting, and other expenses. For example, as a result of becoming a public company, the\nCompany is required to adopt policies regarding internal controls and disclosure controls and procedures. Operating as a public company\nwill make it more difficult and more expensive for it to obtain director and officer liability insurance, and the Company may be required\nto accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition,\nthe Company will incur additional costs associated with its public company reporting requirements. It may also be more difficult for\nthe Company to find qualified persons to serve on its Board of directors or as executive officers.\n\n \n\nAfter\nthe Company is no longer an “emerging growth company,” the Company may incur significant expenses and devote substantial\nmanagement effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC.\n\n** **\n\n**Current\nor future sales or perceived sales of substantial amounts of our securities in the public market could have a material adverse effect\non the prevailing market price of our Ordinary Shares and our ability to raise capital in the future and may result in dilution of your\nshareholdings.**\n\n \n\nThe\nmarket price of our Ordinary Shares could decline as a result of current or future sales of substantial amounts of our Ordinary Shares\nor other securities relating to our Ordinary Shares in the public market or the issuance of new Ordinary Shares or other securities,\nor the perception that such sales or issuances may occur. Current or future sales, or perceived sales, of substantial amounts of our\nsecurities, including any future offerings, could also materially and adversely affect our ability to raise capital in the future at\na time and at a price which we deem appropriate. In addition, our Shareholders may experience dilution in their holdings to the extent\nwe issue additional securities in future offerings.\n\n \n\nIf\nwe need to obtain external financing, we cannot assure you that financing will be available in amounts or on terms acceptable to us,\nif at all. Our future liquidity needs and other business reasons could require us to sell additional equity or debt securities or obtain\na credit facility. The sale of additional equity or equity-linked securities could result in additional dilution to our shareholders.\nThe incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing\ncovenants that would restrict our operations.\n\n \n\n**Our\nClass B Ordinary Shares may fall below the minimum bid price as required by The Nasdaq Capital Market, which could negatively impact\nthe compliance of the listing of our Class B Ordinary Shares.**\n\n** **\n\nOur\nClass B Ordinary Shares are listed on the Nasdaq Capital Market. In order to maintain our listing, we are required to comply with certain\nrules, including those regarding minimum share price. If the bid price of our Class B Ordinary Shares below $1.00 per share\nfor 30 consecutive business days, we will be deemed to be non-compliance with the Nasdaq minimum price requirement, as per Nasdaq Listing\nRule 5550(a)(2). Recently our Class B Ordinary Shares have been trading at around $1.00 per share for an extended period.\n\n \n\nIf\nthe Company would fail to maintain a minimum bid price of at least $1.00 per share for the 30 consecutive trading days, we will be notified\nby Nasdaq of such incompliance and provided a 180-day compliance period to regain the compliance. If the Company fails to regain such\ncompliance within the compliance period, the Company may be offered aa second 180-day compliance period to regain compliance. To qualify,\nthe Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial\nlisting standards for the Nasdaq Capital Market, except for Minimum Bid Price Requirement. In addition, the Company would be required\nto notify Nasdaq of its intent to cure the deficiency during the second compliance period, which may include, if necessary, implementing\na reverse stock split. In addition, effective on January 19, 2026, pursuant to the newly amended Nasdaq Listing Rule 5810(c), if a company’s\nsecurity has a closing bid price of US$0.10 or less for 10 consecutive trading days, regardless of whether the company is under any compliance\nperiod specified in Nasdaq Rule 5810(c)(3)(A), a delisting determination will be issued, and the security shall be immediately suspended\nfrom trading, and the company shall be ineligible for any compliance period otherwise described in Nasdaq Listing Rule 5810(c)(3)(A). In\naddition, a request for a hearing panel review will not stay the trading suspension. A company may regain compliance with the Minimum\nBid Price Requirement by maintaining a closing bid price of US$1.00 or more for ten consecutive business days, unless Nasdaq exercises\nits discretion pursuant to Nasdaq Listing Rule 5810(c)(3)(H) to extend such period. The Company will closely monitor the closing price\nof our Class B Ordinary Shares, however, we cannot assure that the Company will be able to keep compliance with the Minimum Bid Price\nRequirement.\n\n \n\n45\n\n \n\n \n\n**The\namendment to Nasdaq’s continued listing requirements could result in our inability to maintain our listing.**\n\n \n\nOn January\n13, 2026, Nasdaq proposed to introduce an accelerated process for suspending and delisting companies with a listings deficiency that\nalso have a market value listed securities below $5.0 million. Nasdaq proposes further enhancing investor protections by providing for\nsuspension from Nasdaq trading and immediate delisting (rather than providing a compliance period) of any company that becomes non-compliant\nwith a numeric listing requirement, including the bid price, market value of public float, equity, income and total assets/revenue requirements,\nand that has a market value of listed securities of less than $5 million. To effect this change, Nasdaq proposes to modify Listing Rule\n5810(c)(1) to add an additional type of a deficiency that results in immediate delisting and suspension from trading of the company’s\nsecurities. Specifically, Listing Rule 5810(c)(1) will provide that staff’s delisting notice will inform the company that its securities\nare immediately subject to suspension and delisting when a company is non-compliant with one or more of the listing requirements contained\nin Rule 5450 or Rule 5550 and the company’s Market Value of Listed Securities has failed to maintain a value of at least $5 million\nfor a period of 10 consecutive business days. Listing Rule 5810(c)(2)(A)(i) currently identifies all quantitative deficiencies from standards\nthat do not provide a compliance period as deficiencies for which a company may submit a plan of compliance for staff review. Nasdaq\nproposes to modify Listing Rule 5810(c)(2)(A)(i) to provide that the company may not submit such a plan when the company’s Market\nValue of Listed Securities had been less than $5 million for a period of 10 consecutive business days. Further, Listing Rule 5810(c)(3)\ncurrently identifies deficiencies for which the rules provide a specified cure or compliance period. Nasdaq proposes to modify Listing\nRule 5810(c)(3) to provide that a company will not be entitled to such cure or compliance period if the company’s Market Value\nof Listed Securities has failed to maintain a value of at least $5 million for a period of 10 consecutive business days. Finally, Nasdaq\nproposes to modify Listing Rule 5810(c)(1) to provide that staff’s delisting notice in these circumstances will inform the company\nthat its securities are immediately subject to suspension from trading on Nasdaq. Nasdaq believes that it is not appropriate for such\na company to continue trading on Nasdaq during the pendency of the Hearings Panel review process. Instead, Nasdaq proposes to amend Rule\n5815 to remove the stay provision in these situations so that the company’s securities will be suspended from trading on Nasdaq\nduring the pendency of the Hearings Panel’s review. (“Strengthened Listing Threshold”).\n\n \n\nWe\nmay be unable to continue to satisfy the newly revised listing requirements and applicable rules on the Nasdaq Capital Market, which\ncould materially and adversely affect the liquidity, visibility, and overall marketability of our Ordinary Shares. In addition, the Strengthened\nListing Threshold may be part of a broader trend of heightened regulatory scrutiny and stricter supervisions for companies with principal\noperations in China, Hong Kong, and Macau. Currently, it is not clear whether Nasdaq will propose any continue listing rules specifically\napplicable to companies with principal operations in China, Hong Kong, and Macau, but if that occurs, our ability to conduct future offerings\nor maintain our listing could be adversely affected if Nasdaq or the SEC implements additional stringent criteria. We may be required\nto expend significant resources to address any future regulatory changes or concerns, which could divert our management’s attention\nand resources from our business operations. Any such events could have a material adverse effect on our business, financial condition,\nand results of operations, and could cause a significant decline in the value of our securities, or our securities could be subject to\ndelisting."}