{"url_path":"/sec/chow/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2041829/0001493152-26-023952-index.html","accession_number":"0001493152-26-023952","cik":"0002041829","ticker":"CHOW","issuer_name":"ChowChow Cloud International Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2041829/0001493152-26-023952-index.html","primary_entity_key":"0002041829","primary_entity_name":"ChowChow Cloud International Holdings Ltd"},"word_count":21248,"has_tables":true,"body_markdown":"**ITEM\n3. KEY INFORMATION**\n\n \n\n**A.**\n**[Reserved]**\n\n \n \n\n**B.**\n**Capitalization\nand Indebtedness**\n\n \n\nNot\napplicable.\n\n \n\n**C.**\n**Reasons\nfor the Offer and Use of Proceeds**\n\n \n\nNot\napplicable.\n\n \n\n**D.**\n**Risk\nFactors**\n\n \n\n**Risks\nRelated to Our Business and Industry**\n\n \n\n**Our\nrevenues, operating income and cash flows are likely to fluctuate.**\n\n \n\nWe\nexperience fluctuations in our revenues and cost structure and the resulting operating income and cash flows and expect that this will\ncontinue to occur in the future. We may experience fluctuations in our annual and quarterly financial results, including revenues, operating\nincome and earnings per share, for reasons that may include: (i) the types and complexity, number, size, timing and duration of client\nengagements; (ii) the timing of revenue recognition under U.S. GAAP; (iii) the geographic locations of our clients or the locations\nwhere services are rendered; (iv) billing rates and fee arrangements, including the opportunity and ability to successfully reach\nmilestones and complete, and collect success fees and other outcome-contingent or performance-based fees; (v) the length of billing\nand collection cycles and changes in amounts that may become uncollectible; (vi) changes in the frequency and complexity of government\nregulatory and enforcement activities; (vii) business and asset acquisitions; (viii) fluctuations in the exchange rates of\nvarious currencies against the U.S. dollar; (ix) fee adjustments upon the renewal of expired service contracts or acceptance of\nnew clients due to the adjusted scope per our refined business strategy; and (x) economic factors beyond our control.\n\n \n\nThe\nresults of different segments and practices may be affected differently by the above factors. The positive effects of certain events\nor factors on certain segments and practices may not be sufficient to overcome the negative effects of those same events or factors on\nother parts of our business. In addition, our mix of practice offerings adds complexity to the task of predicting revenues and results\nof operations and managing our staffing levels and expenditures across changing business cycles and economic environments.\n\n \n\n1\n\n \n\n \n\nOur\nresults are subject to seasonal and other similar factors. While we assess our annual guidance at the end of each quarter and update\nsuch guidance when we think it is appropriate, unanticipated future volatility can cause actual results to vary significantly from our\nguidance, even where that guidance reflects a range of possible results and has been updated to take account of partial-year results.\n\n \n\n**If\nwe are not successful in expanding our service offerings, we may not achieve our financial goals and our results of operations may be\nadversely affected.**\n\n \n\nWe\nhave been expanding, and plan to continue to expand, the nature and scope of our solution and service offerings. The success of our expanded\nsolution and service offerings depends, in part, upon demand for such solutions and services by new and existing clients and our ability\nto meet their demand in a cost-effective manner. We may face a number of challenges in expanding our solution and service offerings,\nincluding:\n\n \n\n \n●\nacquiring\nor developing the necessary expertise;\n\n \n\n \n●\nmaintaining\nhigh-quality control and process execution standards;\n\n \n\n \n●\nmaintaining\nproductivity levels and implementing necessary process improvements;\n\n \n\n \n●\ncontrolling\ncosts and expenses; and\n\n \n\n \n●\nsuccessfully\nattracting existing and new clients for new solutions and services we develop.\n\n \n\nA\nfailure by us to effectively manage the growth of our solution and service portfolio could damage our reputation, cause us to lose business\nand adversely affect our results of operations. In the event that we are unable to successfully grow our service portfolio, we could\nlose our competitive edge in providing our existing managed services, since significant time and resources that are devoted\nto such growth could have been utilized instead to improve and expand our existing solutions and services.\n\n \n\n**We\nhave a substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenues.**\n\n \n\nWe\nderive a significant portion of our revenues from a few major customers. Our top three customers in the fiscal years ended December\n31, 2023, 2024 and 2025 accounted for approximately 62.2%, 38.2% and 35.6% of our total revenue, respectively.\n\n \n\nInherent\nrisks exist whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for\nus to predict the future level of demand for our solutions and services that will be generated by these customers or the future demand\nfor our solutions and services by these customers in the marketplace. If any of these customers experience declining or delayed sales\ndue to market, economic or competitive conditions, we could be pressured to reduce our prices or they could decrease the purchase quantity\nof our solutions and services, which could have an adverse effect on our margins and financial position, and could negatively affect\nour revenues and results of operations. If any of our largest customers terminates the purchase of our solutions and services, such termination\nwould materially negatively affect our revenues, results of operations and financial condition.\n\n \n\n2\n\n \n\n \n\nMany\nof our customers have entered into short-term contracts, with terms of one year or less, which do not provide for automatic renewal and\nrequire the customer to opt-in to extend the term. Our customers have no obligation to renew, upgrade, or expand their agreements with\nus after the terms of their existing agreements have expired. If one or more of our customers terminate their contracts with us, whether\nfor convenience, for default in the event of a breach by us, or for other reasons specified in our contracts, as applicable; if\nour customers elect not to renew their contracts with us; or if our customers renew their contractual arrangements with us for shorter\ncontract lengths or for a reduced scope; our business and results of operations could be adversely affected. This adverse impact\nwould be even more pronounced for customers that represent a material portion of our revenue or business operations.\n\n \n\n**We\ndepend on a small number of key suppliers for continued provision of our services.**\n\n \n\nOur\npurchases are concentrated among a small number of suppliers. In the fiscal years ended December 31, 2023, 2024 and 2025, our top\nfive suppliers accounted for approximately 90.9%, 88.3% and 73.9% of our total purchases, respectively. If any of\nthese suppliers were to reduce or cease their business with us, it could have a material adverse impact on our financial condition\nand results of operations.\n\n \n\nWe\nhave taken steps to mitigate its supplier concentration risk by planning to diversifying the pool of suppliers and developing long-term\nrelationships with our key suppliers. However, in the foreseeable future, we remain exposed to supplier concentration risk, and any significant\nchanges in the business of our key suppliers could have a material adverse impact on our business.\n\n \n\n**We\nare exposed to the credit risks of our customers.**\n\n \n\nOur\nfinancial position and profitability are dependent on our customers’ creditworthiness. Thus, we are exposed to our customers’\ncredit risks. There is no assurance that we will not encounter doubtful or bad debts in the future. Due to economic conditions in Hong\nKong, in particular the risk of monetary and fiscal policies to address inflation, businesses in Hong Kong are generally conserving cash\nor under increased financial and credit stress. As a result, we could experience slower payments from our customers and borrowers, an\nincrease in accounts receivable aging and/or an increase in bad debts. If we were to experience any unexpected delay or difficulty in\ncollections from our customers or borrowers, our cash flows and financial results would be adversely affected.\n\n \n\nWe\nrely on a limited number of vendors. A loss of any of these vendors could significantly negatively affect our business. This reliance\non a limited number of vendors increases our risks, since it does not currently have proven reliable alternatives or replacement vendors\nbeyond these key vendors. If we experience a significant increase in demand of our solutions and services, or if we need to replace an\nexisting vendor, we may not be able to supplement service or replace them on acceptable terms, which may undermine our ability to deliver\nsolutions and services to customers in a timely manner. Identifying and approving suitable vendors could be an extensive process that\nrequires us to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability,\nregulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant vendor would have an adverse effect\non our business, financial condition and results of operations. In addition, our vendors may face supply chain risks and constraints\nof their own, which may impact the availability and pricing of our solutions and services as well as our gross margins.\n\n \n\n**Inadequate\nor inaccurate external and internal information, including budget and planning data, could lead to inaccurate financial forecasts and\ninappropriate financial decisions.**\n\n \n\nOur\nfinancial forecasts are dependent on estimates and assumptions regarding budget and planning data, market growth, foreign exchange rates\nand our ability to generate sufficient cash flow to reinvest in the business, fund internal growth, and meet our debt obligations. Our\nfinancial projections are based on historical experience and on various other assumptions that our management believes to be reasonable\nunder the circumstances and at the time they are made. However, if our external and internal information is inadequate, our actual results\nmay differ materially from our forecasts and cause us to make inappropriate financial decisions. Any material variation between our financial\nforecasts and our actual results may also adversely affect our future profitability, stock price and stockholder confidence.\n\n** **\n\n3\n\n \n\n** **\n\n**We\nmay fail to innovate or create new solutions which align with changing market and customer demand.**\n\n \n\nAs\na provider of integrated solutions, primarily consisting of digital transformation consulting services, professional IT services, AI-powered\nproactive cloud managed services and IT infrastructure solutions, we expect to encounter some of the challenges, risks, difficulties,\nand uncertainties frequently encountered by companies providing such solutions and services in rapidly evolving markets. Some of these\nchallenges include our ability to increase the total number of users of our services or adapt to meet changes in our markets and competitive\ndevelopments. Our personnel must continually stay current with vendor and marketplace technology advancements, create solutions which\nmay integrate evolving vendor products and services as well as solutions and services we provide, to meet changing marketplace and customer\ndemand. Our failure to innovate and provide value to our customers may erode our competitive position and market share and may lead to\na decrease in revenue and financial performance.\n\n \n\nIn\nall of our markets, some of our competitors have greater financial, technical, marketing, and other resources than we do. In addition,\nsome of these competitors may be able to respond more quickly to new or changing opportunities, technologies, and customer requirements.\nMany current and potential competitors engage in more extensive promotional marketing and advertising activities, offer more attractive\nterms to customers, and adopt more aggressive pricing and credit policies than we do. We may not be successful in achieving revenue growth,\nwhich may have a material adverse effect on our future operating results as a whole.\n\n \n\n**Our\nbusiness may face risks of clients’ default on payment.**\n\n \n\nSome\nof our clients may be exposed to potential financial distress, facing complex challenges, being involved in litigation or regulatory\nproceedings, or facing foreclosure of collateral or liquidation of assets. The aforementioned situations may become increasingly prevalent\namong our existing and potential clients in light of the current uncertain micro-economic conditions and/or potential economic slowdowns\nor recessions. Such clients may not have sufficient funds to continue operations or to pay for our services. We do not usually enter\ninto written business contracts with clients before we begin performing services. In the cases where the clients do not make upfront\npayment to our invoices, we face a risk of potential default on payment by our clients.\n\n \n\n**We\nmay not manage our growth effectively, and our profitability may suffer.**\n\n \n\nWe\nexperience fluctuations in growth of our different segments, practices or services, including periods of rapid or declining growth. Periods\nof rapid expansion may strain our management team or human resources and information systems. To manage growth successfully, we may need\nto add qualified managers and employees and periodically update our operating, financial and other systems, as well as our internal procedures\nand controls. We also must effectively motivate, train and manage a larger professional staff. If we fail to add or retain qualified\nmanagers, employees and contractors when needed, estimate costs, or manage our growth effectively, our business, financial results and\nfinancial condition may suffer.\n\n \n\nWe\ncannot assure that we can successfully manage growth and being profitable as we grow. In periods of declining growth, underutilized employees\nand contractors may result in expenses and costs being a greater percentage of revenues. In such situations, we will have to weigh the\nbenefits of decreasing our workforce or limiting our service offerings and saving costs against the detriment that we could experience\nfrom losing valued professionals and their industry expertise and clients.\n\n \n\n**Our\nreputation and brand recognition are crucial to our business. Any harm to our reputation or failure to enhance our brand recognition\nmay materially and adversely affect our business, financial condition and results of operations.**\n\n \n\nOur\nreputation and brand recognition, which depends on earning and maintaining the trust and confidence of our current or potential clients,\nis critical to our business. Our reputation and brand are vulnerable to many threats that can be difficult or impossible to control,\nand costly or impossible to remediate. Regulatory inquiries or investigations, lawsuits initiated by clients or other third parties,\nemployee misconduct, perceptions of conflicts of interest and rumors, among other things, could substantially damage our reputation,\neven if they are baseless or satisfactorily addressed. Moreover, any negative media publicity about our industry in general or solution\nor service quality problems of other firms in the industry, including our competitors, may also negatively impact our reputation and\nbrand. If we are unable to maintain a good reputation or further enhance our brand recognition, our ability to attract and retain clients\nand key employees could be harmed and, as a result, our business and revenues would be materially and adversely affected.\n\n \n\n4\n\n \n\n \n\n**We\nmay not be able to grow at the historical rate of growth, and if we fail to manage our growth effectively, our business may be materially\nand adversely affected.**\n\n \n\nWe\nanticipate significant continuing growth in the foreseeable future. However, we cannot assure you that we will grow at the historical\nrate of growth. Our rapid growth has placed, and will continue to place, a significant strain on our management, personnel, systems and\nresources. To accommodate our growth, we will need to implement a variety of new and upgraded operational and systems procedures and\ncontrols, including the improvement of our accounting and other internal management systems. We also will need to recruit, train, manage\nand motivate employees and manage our relationships with an increasing number of clients. Moreover, as we introduce new services or enter\ninto new markets, we may face unfamiliar market and operational risks and challenges which we may fail to successfully address. We may\nbe unable to manage our growth effectively, which could have a material adverse effect on our business.\n\n \n\n**Our\nlimited operating history may not provide an adequate basis to judge our future prospects and results of operations.**\n\n \n\nOur\nlimited operating history makes the prediction of future results of operations difficult, and therefore, past results of operations achieved\nby us should not be taken as indicative of the rate of growth, if any, that can be expected in the future. As a result, you should consider\nour future prospects in light of the risks and uncertainties experienced by early stage companies in a rapidly evolving and increasingly\ncompetitive market in Hong Kong.\n\n \n\n**We\nmay not be able to obtain or maintain all necessary licenses, permits and approvals and to make all necessary registrations and filings\nfor our activities in multiple jurisdictions and related to residents therein.**\n\n \n\nWe\noperate in an industry which is subject to regulation and may requires various licenses, permits and approvals in different jurisdictions\nto conduct our businesses. Our customers include people who live in jurisdictions where we do not have licenses issued by the local regulatory\nbodies. It is possible that authorities in those jurisdictions may take the position that we are required to obtain licenses or otherwise\ncomply with laws and regulations which we believe are not required or applicable to our business activities. If we fail to comply with\nthe regulatory requirements, we may encounter the risk of being disqualified for our existing businesses or being rejected for renewal\nof our qualifications upon expiry by the regulatory authorities as well as other penalties, fines or sanctions. In addition, in respect\nof any new business that we may contemplate, we may not be able to obtain the relevant approvals for developing such new business if\nwe fail to comply with the relevant regulations and regulatory requirements. As a result, we may fail to develop new business as planned,\nor we may fall behind our competitors in such businesses.\n\n \n\n**A\nfailure in our information technology, or IT, systems could cause interruptions in our services, undermine the responsiveness of our\nservices, disrupt our business, damage our reputation and cause losses.**\n\n \n\nOur\nIT systems support all phases of our operations, including marketing, customer development and the provision of customer support services,\nand are an essential part of our technology infrastructure. If our systems fail to perform, we could experience disruptions in operations,\nslower response time or decreased customer satisfaction. We must process, record and monitor a large number of transactions and our operations\nare highly dependent on the integrity of our technology systems and our ability to make timely enhancements and additions to our systems.\nSystem interruptions, errors or downtime can result from a variety of causes, including changes in customer usage patterns, technological\nfailures, changes to our systems, linkages with third-party systems and power failures. Our systems are vulnerable to disruptions from\nhuman error, execution errors, errors in models such as those used for risk management and compliance, employee misconduct, unauthorized\ntrading, external fraud, computer viruses, distributed denial of service attacks, computer viruses or cyberattacks, terrorist attacks,\nnatural disaster, power outage, capacity constraints, software flaws, events impacting key business partners and vendors, and similar\nevents.\n\n \n\n5\n\n \n\n \n\nIt\ncould take an extended period of time to restore full functionality to our technology or other operating systems in the event of an unforeseen\noccurrence, which could affect our ability to process and settle customer transactions. Moreover, instances of fraud or other misconduct\nmight also negatively impact our reputation and customer confidence in us, in addition to any direct losses that might result from such\ninstances. Despite our efforts to identify areas of risk, oversee operational areas involving risks, and implement policies and procedures\ndesigned to manage these risks, there can be no assurance that we will not suffer unexpected losses, reputational damage or regulatory\nactions due to technology or other operational failures or errors, including those of our vendors or other third parties.\n\n** **\n\n**Use\nof AI in our operations poses inherent risks and could adversely affect our results of operations, reputation and brand.**\n\n \n\nWe\nhave and are continuing to incorporate AI on our platforms for data collection, incident categorization, root cause analysis, and predictive\nincident management, among others. These are critical to our current business plan and our future business plan. If the output from these\nservices is deemed to be inaccurate or questionable, we may not be able to rely on the use of AI for our Platform. Without the use of\nAI for our platforms, we will lose a number of the competitive advantages that we believe we have as compared to our competitors, which\ncould lead to a loss in revenue. Such inaccurate or questionable information could also lead to a loss in our reputation and brand, which\ncould further affect our results of operations. We may also be subject to litigation in the event that such inaccurate or questionable\ncauses damage to one of our customers.\n\n \n\n**Use\nof AI in our operations may present additional legal, regulatory, and social risks, which could lead to additional costs and impact our\nbusiness.**\n\n \n\nBecause\nAI is a developing technology in its nascency, legal frameworks for AI governance are in their infancy quickly developing, and unpredictable.\nThe misuse of AI raises new ethical issues and poses a number of risks that cannot be fully mitigated. Using AI while the technology\nis still developing may expose us to additional liability, reputational harm, and threats of litigation, particularly if the AI we adopt\nproduces errors, intellectual property infringement or misappropriation, data privacy or cybersecurity issues, or otherwise does not\nfunction as intended.\n\n \n\nThe\nemergence of AI in recent years has also prompted lawmakers to consider regulation of AI. These regulations may impose certain obligations\non organizations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could\nhave an adverse effect on our operations or financial condition. For example, the AI regulatory landscape in Hong Kong is still somewhat\nfragmented. There is currently no overarching legislation regulating the use of AI in Hong Kong. The Hong Kong authorities have relied\non existing legislation with sector-specific guidelines from regulators, such as the Hong Kong Monetary Authority and the Securities\nand Futures Commission of Hong Kong, to address the risks and challenges posed by AI. As AI technology continues to develop, Hong Kong\nmay impose additional rules, regulations and industry standards governing the use of AI in the future.\n\n \n\nAs\nof the date of this Report, the legislation in the jurisdictions in which we operate does not have a material impact on our operations.\nHowever, there can be no assurance that the legislation in the jurisdictions in which we operate will not have a material impact on our\noperations in the future.\n\n \n\n**If\nwe fail to prevent security breaches, improper access to or disclosure of our data or user data, or other hacking and attacks, we may\nlose users, and our business, reputation, financial condition and results of operations may be materially and adversely affected.**\n\n \n\nOur\nbusiness involves the storage and transmission of proprietary information and sensitive or confidential data, including personal information\nof its employees, customers and others. In addition, in connection with our services business, some of our employees may have access\nto our customers’ confidential data and other information stored on certain data centers.\n\n \n\nWe\nhave privacy and data security policies in place that are designed to prevent security breaches and we have employed substantial resources\nto develop our security measures against breaches. However, as newer technologies evolve, and the portfolio of the service providers\nwith which we share confidential information with grows, we could be exposed to increased risk of breaches in security and other illegal\nor fraudulent acts, including cyberattacks. The evolving nature of such threats, in light of new and sophisticated methods used by criminals\nand cyberterrorists, including computer viruses, malware, phishing, misrepresentation, social engineering and forgery, is making it increasingly\nchallenging to anticipate and adequately mitigate these risks.\n\n \n\n6\n\n \n\n \n\nWe\nare likely in the future to be subject to these types of attacks. If we are unable to avert these attacks and security breaches, we could\nbe subject to significant legal and financial liabilities, our reputation would be harmed and we could sustain substantial revenue loss\nfrom lost sales and customer dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly\nevolving types of cyberattacks. Cyber-attacks may target us, our suppliers, customers or other participants, or the internet infrastructure\non which we depend. Actual or anticipated attacks and risks may cause us to incur significantly higher costs, including costs to deploy\nadditional personnel and network protection technologies, train employees, and engage third-party experts and consultants. As we do not\ncarry cybersecurity insurance, we will not be able to mitigate such risks to any third party. Cybersecurity breaches would not only harm\nour reputation and business, but also could materially decrease our revenue and net income.\n\n \n\n**We\nmay be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.**\n\n \n\nWe\ncannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks,\ncopyrights, know-how or other intellectual property rights held by third parties. We may be from time to time in the future subject to\nlegal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks,\ncopyrights, know-how or other intellectual property rights that are infringed by our solutions, services or other aspects of our business\nwithout our awareness. Holders of such intellectual property rights may seek to enforce such rights against us in Hong Kong, the United\nStates or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert some resources\nfrom our business and operations to defend against these claims, regardless of their merits.\n\n \n\nIf\nwe were found to be in violation of the intellectual property rights of others, we may be subject to liability for our infringement activities\nor may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our\nown. As a result, our business and operating results may be materially and adversely affected.\n\n \n\n**Compromise\nof confidential or proprietary information could damage our reputation, harm our businesses and adversely impact our financial results.**\n\n \n\nOur\nown confidential and proprietary information and that of our clients could be compromised, whether intentionally or unintentionally,\nby our employees, consultants or vendors. A compromise of the security of our information technology systems leading to theft or misuse\nof our own or our clients’ proprietary or confidential information, or the public disclosure or use of such information by others,\ncould result in losses, third-party claims against us and reputational harm, including the loss of clients. The theft or compromise of\nour or our clients’ information could negatively impact our reputation, financial results and prospects. In addition, if our reputation\nis damaged due to a data security breach, our ability to attract new engagements and clients may be impaired or we may be subjected to\ndamages or penalties, which could negatively impact our businesses, financial results or financial condition.\n\n \n\n**Increases\nin labor costs in Hong Kong may adversely affect our business and results of operations.**\n\n \n\nThe\neconomy in Hong Kong has experienced increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong\nare expected to continue to increase. In addition, we are required by Hong Kong laws and regulations to maintain various statutory employee\nbenefits, including mandatory provident fund scheme and work-related injury insurance, to provide statutorily required paid sick leave,\nannual leave and maternity leave, and pay severance payments or long service payments. The relevant government agencies may examine whether\nan employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject\nto fines and/or imprisonment. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless\nwe are able to control our labor costs or pass on these increased labor costs to our users by increasing the fees of our services, our\nfinancial condition and operating results may be adversely affected.\n\n** **\n\n7\n\n \n\n** **\n\n**We\ndo not have any business insurance coverage.**\n\n \n\nCurrently,\nwe do not have any business liability or disruption insurance to cover our operations. We have determined that the costs of insuring\nfor these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for\nus to have such insurance. Any uninsured business disruptions may result in our incurring substantial costs and the diversion of resources,\nwhich could have an adverse effect on our results of operations and financial condition.\n\n \n\n**Our\nprincipal shareholders have substantial influence over us and their interests may not be aligned with the interests of our other shareholders.**\n\n \n\nRainbow\nSun Enterprises Limited (“Rainbow Sun”), a holding company incorporated in the BVI, currently owns 68.91% of our Ordinary\nShares. Mr. Yee Kar Wing (“Mr. Yee”) is the controlling shareholder and sole director of Rainbow Sun, while Mr. Hui Wai Ming\n(“Mr. Hui”), the only minority shareholder of Rainbow Sun has entered into a concert party agreement with Mr. Yee, pursuant\nto which Mr. Hui agrees to act in concert with Mr. Yee in all matters with respect to the Company, Vigorous Elite Holdings Limited and\nSCS. As such, Mr. Yee will be able to exert significant voting influence over our business, including decisions regarding mergers, consolidations\nand the sale of all or substantially all of our assets, election of directors and other significant corporate actions. These actions\nmay be taken even if they are opposed by our other shareholders, including those who purchased Ordinary Shares in our initial public\noffering (“IPO”). Moreover, this concentration of ownership may discourage, delay or prevent a change in control of us, which\ncould deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of us and might reduce the price\nof our Ordinary Shares.\n\n \n\n**Changes\nin capital markets, merger and acquisition activity, legal or regulatory requirements, general economic conditions and monetary or geopolitical\ndisruptions, as well as other factors beyond our control, could reduce demand for our practice offerings or services, in which case our\nrevenues and profitability could decline.**\n\n \n\nDifferent\nfactors outside of our control could affect demand for a segment’s practices and our services. These include:\n\n \n\n \n●\nfluctuations\nin U.S. and/or global economies, including economic downturns or recessions and the strength and rate of any general economic recoveries;\n\n \n\n \n●\nlevel\nof leverage incurred by countries or businesses;\n\n \n\n \n●\nmerger\nand acquisition activity;\n\n \n\n \n●\nfrequency\nand complexity of significant commercial litigation;\n\n \n\n \n●\noverexpansion\nby businesses causing financial difficulties;\n\n \n\n \n●\nbusiness\nand management crises, including the occurrence of alleged fraudulent or illegal activities and practices;\n\n \n\n \n●\nnew\nand complex laws and regulations, repeals of existing laws and regulations or changes of enforcement of laws, rules and regulations,\nincluding antitrust/competition reviews of proposed merger and acquisition transactions;\n\n \n\n \n●\nother\neconomic, geographic or political factors; and\n\n \n\n \n●\ngeneral\nbusiness conditions.\n\n \n\n8\n\n \n\n \n\nWe\nare not able to predict the positive or negative effects that future events or changes to the U.S. or global economies will have on our\nbusiness or the business of any particular segment. Fluctuations, changes and disruptions in financial, credit, merger and acquisition\nand other markets, political instability and general business factors could impact various segments’ operations and could affect\nsuch operations differently. Changes to factors described above, as well as other events, including by way of example, contractions of\nregional economies, or the economy of a particular country, trade restrictions, monetary systems, banking, real estate and retail or\nother industries; debt or credit difficulties or defaults by businesses or countries; new, repeals of or changes to laws and\nregulations, including changes to the bankruptcy and competition laws of the U.S. or other countries; banking reform; a decline\nin the implementation or adoption of new laws or regulation, or in government enforcement, litigation or monetary damages or remedies\nthat are sought; or political instability may have adverse effects on one or more of our segments or service, practice or industry\nofferings.\n\n \n\n**We\nface risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.**\n\n \n\nWe\nrely heavily on technology, particularly the Internet, to provide high-quality services. However, our technology operations are vulnerable\nto disruptions arising from human error, natural disasters, power failure, computer viruses, spam attacks, unauthorized access, network\ndisruptions and other similar events. In addition, our results of operations could be adversely affected to the extent that any health\nepidemic harms the Hong Kong economy in general. A prolonged outbreak of any illnesses or other adverse public health developments in\nHong Kong or elsewhere in the world could have a material adverse effect on our business operations. Such outbreaks could severely disrupt\nour operations and adversely affect our business, financial condition and results of operations. Our headquarter is located in Hong Kong,\nwhere our management and employees currently reside. Consequently, if any natural disasters, health epidemics or other public safety\nconcerns were to affect Hong Kong or cause travel restriction in or out of Hong Kong or its surrounding areas, our operation may experience\nmaterial disruptions, which may materially and adversely affect our business, financial condition and results of operations.\n\n \n\n**Failure\nto comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose\ncustomers or otherwise harm our business.**\n\n \n\nOur\nbusiness is subject to regulation by various governmental agencies in Hong Kong, including agencies responsible for monitoring and enforcing\ncompliance with various legal obligations, such as privacy and data protection-related laws and regulations, intellectual property laws,\nemployment and labour laws, workplace safety, governmental trade laws, import and export controls, anti-corruption and anti-bribery laws,\nand tax laws and regulations. In certain jurisdictions, these regulatory requirements may be more stringent than in Hong Kong. These\nlaws and regulations impose added costs on our business. Non-compliance with applicable regulations or requirements could subject us\nto:\n\n \n\n \n●\ninvestigations,\nenforcement actions, and sanctions;\n\n \n\n \n●\nmandatory\nchanges to our network and solutions;\n\n \n\n \n●\ndisgorgement\nof profits, fines, and damages;\n\n \n\n \n●\ncivil\nand criminal penalties or injunctions;\n\n \n\n \n●\nclaims\nfor damages by our customers or channel partners;\n\n \n\n \n●\ntermination\nof contracts;\n\n \n\n \n●\nfailure\nto obtain, maintain or renew certain licenses, approvals, permits, registrations or filings necessary to conduct our operations;\nand\n\n \n\n \n●\ntemporary\nor permanent debarment from sales to public service organizations.\n\n \n\nIf\nany governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of\noperations, and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant\ndiversion of our management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could\nmaterially harm our business, results of operations, and financial condition.\n\n \n\n9\n\n \n\n \n\nAny\nreviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to our business practices, and other\npenalties, which could negatively affect our business and results of operations. Changes in social, political, and regulatory conditions\nor in laws and policies governing a wide range of topics may cause us to change our business practices. Further, our expansion into a\nvariety of new fields also could raise a number of new regulatory issues. These factors could negatively affect our business and results\nof operations in material ways.\n\n \n\nMoreover,\nwe are exposed to the risk of misconduct, errors and failure to functions by our management, employees and parties with whom we collaborate,\nwho may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability\nand penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.\n\n \n\nOn\nJuly 2, 2025, a multinational OEM company (through its Hong Kong subsidiary, Hewlett-Packard HK SAR Limited, the\n“Plaintiff”) commenced legal proceedings in the High Court of Hong Kong, Court of First Instance against our Chief\nExecutive Officer and one of our subsidiaries, Sereno Cloud Solution HK Limited, in connection with a prior commercial dispute.\n\n \n\nOn March 13, 2026, certain shareholders filed a class action in the United States District Court for the Southern\nDistrict of New York (the “Southern District of New York”) against the Company and some of its executive officers.  The\naforementioned complaint filed in the Southern District of New York on behalf of persons or entities who purchased or otherwise acquired\npublicly traded securities of the Company during the class period assert claims that plaintiffs were economically damaged, and alleged\ngenerally that the referenced defendants violated sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule\n10b-5 promulgated thereunder, by making allegedly false and misleading statements regarding, among other matters, the Company’s\nbusiness, operations, and true nature of the trading activity in the securities.\n\n \n\nAny\nlegal or regulatory action involving our senior management or subsidiaries could harm our reputation, divert management attention,\nand result in additional legal and compliance costs.\n\n \n\n**If\nwe become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have\nto expend significant resources to investigate and resolve the matter, which could harm our business operations, stock price and reputation\nand could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.**\n\n \n\nRecently,\nU.S. public companies that have substantially all of their operations in China, including Hong Kong, have been the subject of intense\nscrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the\nscrutiny, criticism and negative publicity has centered around financial and accounting irregularities and mistakes, a lack of effective\ninternal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases,\nallegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese\nCompanies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject\nto shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It\nis not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our business and our stock price.\nAlthough substantially all of our operations are based in Hong Kong, if we become the subject of any unfavorable allegations, whether\nsuch allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or\ndefend us. This situation will be costly and time consuming and distract our management from our growth.\n\n** **\n\n**If\nwe are unable to accept client engagements due to real or perceived relationship issues, our revenues, growth, client engagements and\nprospects may be negatively affected.**\n\n \n\nOur\ninability to accept engagements from existing or prospective clients, represent multiple clients in connection with the same or competitive\nengagements, or any requirement that we resign from a client engagement may negatively impact our revenues, growth and financial results.\nWhile we follow internal practices to assess real and potential issues in the relationships between and among our clients, engagements,\nsegments, practices and professionals, such concerns cannot always be avoided. For example, we generally will not represent parties adverse\nto each other in the same matter. We will consider future strategic or opportunistic acquisitions. In those cases, some or all of the\nfollowing risks could be applicable. Acquisitions may require us to resign from a client engagement because of relationship issues that\nare not currently identifiable. In addition, businesses that we acquire or employees who join us may not be free to accept engagements\nthey could have accepted prior to our acquisition or hire because of relationship issues.\n\n \n\n10\n\n \n\n \n\n**Claims\ninvolving our services could harm our overall professional reputation and our ability to compete and attract business or hire or retain\nqualified professionals.**\n\n \n\nOur\nengagements involve matters that may result in a severe impact on a client’s business, cause the client a substantial monetary\nloss or prevent the client from pursuing business opportunities. Our ability to attract new clients and generate new and repeat engagements\nor hire professionals depends upon our ability to maintain a high degree of client satisfaction, as well as our reputation among industry\nprofessionals. As a result, any claims against us involving the quality of our services may be more damaging than similar claims against\nbusinesses in other industries.\n\n \n\n**We\nmay incur significant costs and may lose engagements as a result of claims by our clients regarding our services.**\n\n \n\nMany\nof our engagements involve complex analysis and the exercise of professional judgment. Therefore, we are subject to the risk of professional\nand other liabilities. Damages and/or expenses resulting from any successful claim against us, for indemnity or otherwise, in excess\nof the amount of insurance coverage will be borne directly by us and could harm our profitability and financial resources. Any claim\nby a client or third party against us could expose us to reputational issues that adversely affect our ability to attract new or maintain\nexisting engagements or clients or qualified professionals or other employees, consultants or contractors.\n\n \n\n**We\nmay not have, or may choose not to pursue, legal remedies against clients that terminate their engagements.**\n\n \n\nThe\nengagement letters that we typically have with clients do not obligate them to continue to use our services and permit them to terminate\nthe engagement without penalty at any time. Even if the termination of an ongoing engagement by a client could constitute a breach of\nthe client’s engagement agreement, we may decide that preserving the overall client relationship is more important than seeking\ndamages for the breach and, for that or other reasons, decide not to pursue any legal remedies against a client, even though such remedies\nmay be available to us. We make the determination whether to pursue any legal actions against a client on a case-by-case basis.\n\n \n\n**If\nwe fail to compete effectively, we may miss new business opportunities or lose existing clients, and our revenues and profitability may\ndecline.**\n\n \n\nThe\nmarket for some of our services is highly competitive. We face competition in several areas, including price, quality of services, breadth\nand flexibility of services, capacity and customer relationships. Our competitors include large organizations, such as the global IT\nconsulting and software companies, which offer niche services that are the same or similar to services or solutions offered by one or\nmore of our segments; and small firms and independent contractors that focus on specialized services. Some of our competitors have\nsignificantly more financial resources, a larger national or international presence, larger professional staffs and greater brand recognition\nthan we do. Some have lower overhead and other costs and can compete through lower cost-service offerings. We also expect increased competition\nas new entrants enter into this expanding market with new services at lower prices or with improved technical know-how. In the event\nthat our competitors offer less expensive alternatives to our services, or engage in aggressive pricing in order to increase their market\nshare, we could lose our potential and existing customers to our competitors, and our business, financial condition and results of operations\ncould be adversely affected.\n\n** **\n\n**Risks\nRelated to Our People**\n\n \n\n**Our\nfailure to recruit and retain qualified professionals could negatively affect our financial results and our ability to staff client engagements,\nmaintain relationships with clients and drive future growth.**\n\n \n\nWe\ndeliver sophisticated professional services to our clients. Our success is dependent, in large part, on our ability to keep our supply\nof skills and resources in balance with client demand around the world. To attract and retain clients, we need to demonstrate professional\nacumen and build trust and strong relationships. Our professionals have highly specialized skills. They also develop strong bonds with\nthe clients they serve. Our continued success depends upon our ability to attract and retain professionals who have expertise, a good\nreputation and client relationships critical to maintaining and developing our business. We face intense competition in recruiting and\nretaining qualified and experienced professionals to drive our organic growth and support expansion of our services and geographic footprint.\nWe cannot assure that we will be able to attract or retain qualified professionals to maintain or expand our business. If we are unable\nto successfully integrate, motivate and retain qualified professionals, our ability to continue to secure work may suffer. Moreover,\ncompetition has caused our costs of retaining and hiring qualified professionals to increase, a trend that could continue and could adversely\naffect our operating margins and financial results.\n\n \n\n11\n\n \n\n \n\nDespite\nfixed terms or renewal provisions, we could face retention issues during and at the end of the terms of those agreements and large compensation\nexpenses to secure extensions. There is no assurance we will enter into new or extend employment agreements with our professionals. We\nmonitor contract expirations carefully to commence dialogues with professionals regarding their employment in advance of the actual contract\nexpiration dates. Our goal is to renew employment agreements when advisable and to stagger the expirations of the agreements if possible.\nBecause of the concentration of contract expirations in certain years as we expand our business, we may experience high turnover or other\nadverse consequences, such as higher costs, loss of clients and engagements or difficulty in staffing engagements, if we are unable to\nrenegotiate employment arrangements or the costs of retaining qualified professionals become too high. The implementation of new compensation\narrangements may result in the concentration of potential turnover in future years.\n\n \n\n**Headcount\nreductions to manage costs during periods of reduced demand for our services could have negative impacts on our business over the longer\nterm.**\n\n \n\nDuring\nperiods of reduced demand for our services, or in response to unfavorable changes in market or industry conditions, we may seek to align\nour cost structure more closely with our revenues and increase our utilization rates by reducing headcount and eliminating or consolidating\nunderused locations in affected business segments or practices. Following such actions, in response to subsequent increases in demand\nfor our services, including as a result of favorable changes in market or industry conditions, we may need to hire, train and integrate\nadditional qualified and skilled personnel and may be unable to do so to meet our needs or our clients’ demands on a timely basis.\nIf we are unable to manage staffing levels on a timely basis in light of changing opportunities or conditions, our ability to accept\nor service business opportunities and client engagements, take advantage of positive market and industry developments, and realize future\ngrowth could be negatively affected, which could negatively impact our revenues and profitability. In addition, while increased utilization\nresulting from headcount reductions may enhance our profitability in the near term, it could negatively affect our business over the\nlonger term by limiting the time our professionals have to seek out and cultivate new client relationships and win new projects.\n\n \n\n**Employees\nmay leave us to form or join competitors, and we may not have, or may choose not to pursue, legal recourse against such professionals.**\n\n \n\nOur\nemployees typically have close relationships with the clients they serve, based on their expertise and bonds of personal trust and confidence.\nTherefore, the barriers to our employees pursuing independent business opportunities or joining our competitors should be considered\nlow. Although our clients generally contract for services with us as a company, and not with an individual employee, in the event that\nan employee leaves, such clients may decide that they prefer to continue working with a specific person rather than with us. In the event\nan employee departs and acts in a way that we believe violates his or her non-competition or non-solicitation agreement, we will consider\nany legal remedies we may have against such person on a case-by-case basis. We may decide that preserving cooperation and a professional\nrelationship with a former employee or client, or other concerns, outweighs the benefits of any possible legal recourse. We may also\ndecide that the likelihood of success does not justify the costs of pursuing a legal remedy. Therefore, there may be times we may decide\nnot to pursue legal action, even if it is available to us.\n\n \n\n**Risks\nRelated to Acquisitions**\n\n \n\nWe\nmay consider future strategic or opportunistic acquisitions. In those cases, some or all of the following risks could be applicable.\n\n \n\n**We\nmay have difficulty integrating acquisitions or convincing clients to allow assignment of their engagements to us, which can reduce the\nbenefits we receive from acquisitions.**\n\n \n\nThe\nprocess of managing and integrating acquisitions into our existing operations may result in unforeseen operating difficulties and may\nrequire significant financial, operational and managerial resources that would otherwise be available for the operation, development\nand organic expansion of our existing operations. To the extent that we misjudge our ability to properly manage and integrate acquisitions,\nwe may have difficulty achieving our operating, strategic and financial objectives.\n\n \n\n12\n\n \n\n \n\nAcquisitions\nalso may involve a number of special financial, business and operational risks, such as:\n\n \n\n \n●\ndifficulties\nin integrating diverse corporate cultures and management styles;\n\n \n\n \n●\ndisparate\npolicies and practices;\n\n \n\n \n●\nclient\nrelationship issues;\n\n \n\n \n●\ndecreased\nutilization during the integration process;\n\n \n\n \n●\nloss\nof key existing or acquired personnel;\n\n \n\n \n●\nincreased\ncosts to improve or coordinate managerial, operational, financial and administrative systems;\n\n \n\n \n●\ndilutive\nissuances of equity securities, including convertible debt securities, to finance acquisitions;\n\n \n\n \n●\nthe\nassumption of legal liabilities;\n\n \n\n \n●\nfuture\nearn-out payments or other price adjustments;\n\n \n\n \n●\npotential\nfuture write-offs relating to the impairment of goodwill or other acquired intangible assets or the revaluation of assets;\n\n \n\n \n●\ndifficulty\nor inability to collect receivables; and\n\n \n\n \n●\nundisclosed\nliabilities.\n\n \n\nIn\naddition to the integration challenges mentioned above, our acquisitions of non-U.S. companies offer distinct integration challenges\nrelating to foreign laws and governmental regulations, including tax and employee benefit laws, and other factors relating to operating\nin countries other than the U.S.\n\n \n\nAsset\ntransactions may require us to seek client consents to the assignment of their engagements to us or a subsidiary. All clients may not\nconsent to assignments. In certain cases, such as government contracts and bankruptcy engagements, the consent of clients cannot be solicited\nuntil after the acquisition has closed. Further, such engagements may be subject to security clearance requirements or bidding provisions\nwith which we might not be able to comply. There is no assurance that clients of the acquired entity or local, state, federal or foreign\ngovernments will agree to novate or assign their contracts to us.\n\n \n\nWe\nmay also hire groups of selected professionals from another company. In such event, there may be restrictions on the ability of the professionals\nwho join us to compete and work on client engagements. In addition, we may enter into arrangements with the former employers of those\nprofessionals regarding limitations on their work until any time restrictions pass. In such circumstances, there is no assurance that\nwe will enter into mutually agreeable arrangements with any former employer, and the utilization of such professionals may be limited,\nand our financial results could be negatively affected until their restrictions end. We could also face litigation risks from group hires.\n\n \n\n**An\nacquisition may not be accretive in the near term or at all.**\n\n \n\nCompetitive\nmarket conditions may require us to pay a price that represents a higher multiple of revenues or profits for an acquisition. As a result\nof these competitive dynamics, cost of the acquisition or other factors, certain acquisitions may not be accretive to our overall financial\nresults at the time of the acquisition or at all.\n\n \n\n13\n\n \n\n \n\n**We\nmay have a different system of governance and management from a company we acquire or its parent, which could cause professionals who\njoin us from an acquired company to leave us.**\n\n \n\nOur\ngovernance and management policies and practices will not mirror the policies and practices of an acquired company or its parent. In\nsome cases, different management practices and policies may lead to workplace dissatisfaction on the part of professionals who join us.\nSome professionals may choose not to join us or leave after joining us. Existing professionals may leave us as well. The loss of key\nprofessionals may harm our business and financial results and cause us not to realize the anticipated benefits of the acquisition.\n\n \n\n**Due\nto fluctuations in our stock price, acquisition candidates may be reluctant to accept our Ordinary Shares as purchase price consideration,\nuse of our shares as purchase price consideration may be dilutive or the owners of certain companies we seek to acquire may insist on\nstock price guarantees.**\n\n \n\nWe\nmay structure an acquisition to pay a portion of the purchase price in our Ordinary Shares. The number of shares issued as consideration\nis typically based on an average closing price per Ordinary Share for a number of days prior to the closing of such acquisition. Stock\nmarket volatility, generally, or stock price volatility, specifically, may result in acquisition candidates being reluctant to accept\nour shares as consideration. In such cases, we may have to issue more shares if stock constitutes part of the consideration, offer stock\nprice guarantees, pay the entire purchase price in cash or negotiate an alternative price structure. The result may be an increase in\nthe cost of an acquisition. There is no assurance that an acquisition candidate will not negotiate stock price guarantees with respect\nto a future acquisition, which may increase the cost of such acquisition.\n\n \n\n**Risks\nRelated to Our Corporate Structure**\n\n \n\n**We\nmay rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have,\nand any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct\nour business.**\n\n \n\nWe\nare a holding company incorporated in the Cayman Islands, and we may rely on dividends and other distributions on equity paid by our\nsubsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to\nour shareholders and service any debt we may incur. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments\ngoverning the debt may restrict its ability to pay dividends or make other distributions to us.\n\n \n\nUnder\nthe current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.\nSee “Taxation — Hong Kong Taxation” of this Report. Any limitation on the ability of our Hong Kong subsidiary to pay\ndividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions\nthat could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.\n\n \n\n**Our\nlack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent\nfraud, which may affect the market for and price of our Ordinary Shares.**\n\n \n\nTo\nimplement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management\non the company’s internal control over financial reporting. Prior to the IPO, we were a private company with limited accounting\npersonnel and other resources for addressing our internal control over financial reporting. Our management has not completed an assessment\nof the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted\nan audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements\nas of December 31, 2024 and 2025, we and our independent registered public accounting firms identified material weaknesses in our internal\ncontrol over financial reporting as well as other control deficiencies for the above-mentioned periods. As defined in the standards established\nby the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial\nreporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will\nnot be prevented or detected on a timely basis. The material weakness identified related to (i) inadequate segregation of duties for certain key functions due to limited\nstaff and resources; (ii) a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and\nSEC reporting requirements to formalize key controls over financial reporting and to prepare consolidated financial statements and related\ndisclosures; (iii) although the Company has established an audit committee and appointed independent directors, formal risk assessment\nprocesses and a comprehensive internal control framework have not yet been fully established or documented; and (iv) a lack of documented\npolicies and controls (including IT controls and cybersecurity framework) which enable management and other personnel to understand and\ncarry out their internal control responsibilities.\n\n \n\n14\n\n \n\n \n\nWe\nintend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these\nmaterial weaknesses, including (i) hiring more qualified staff to fill up the key roles in the operations; (ii) setting up a financial\nand system control framework with formal documentation of polices and controls in place; and (iii) restricting and managing types of access rights\nand number of users in the applications hosted by service organizations and the application used for financial reporting based on individuals\nwith their corresponding business roles and responsibilities.\n\n \n\nWe\nwill be subject to the requirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness\nof the internal controls. Effective internal control over financial reporting is important to prevent fraud. As a result, our business,\nfinancial condition, results of operations and prospects, as well as the market for and trading price of our Ordinary Shares, may be\nmaterially and adversely affected if we do not have effective internal controls. Prior to the completion of our IPO in September 2025, we were a private company with limited resources. As a result, we may not discover any problems in a timely manner and current\nand potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our\nOrdinary Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing our Ordinary Shares\nand may make it more difficult for us to raise funds in a debt or equity financing.\n\n \n\nAdditional\nmaterial weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce\naccurate and timely financial statements, our stock price may decline and we may be unable to maintain compliance with NYSE American\nCompany Guide.\n\n \n\n**If\nwe cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange\nAct applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would\nnot incur as a foreign private issuer.**\n\n \n\nAs\na foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements,\nand our officers, directors and principal shareholders will be exempt from the short-swing profit recovery provisions contained in Section\n16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements\nwith the SEC as frequently or as promptly as United States domestic issuers, and we will not be required to disclose in our periodic\nreports all of the information that United States domestic issuers are required to disclose. While we are a foreign private issuer, we\nmay cease to qualify as a foreign private issuer in the future.\n\n \n\n**We\nare an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions\nfrom disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with\nother public companies.**\n\n \n\nWe\nare an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1)\nof the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until\nprivate companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class\nof securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS\nAct provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging\ngrowth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period,\nwhich means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as\nan emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This\nmay make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging\ngrowth company which has opted out of using the extended transition period difficult or impossible because of the potential differences\nin accounting standards used. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading\nmarket for our Ordinary Shares and our share price may be more volatile.\n\n \n\n15\n\n \n\n \n\n**As\nan exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate\ngovernance matters that differ significantly from NYSE American corporate governance listing standards.**\n\n \n\nAs\nan exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate\ngovernance matters that differ significantly from the corporate governance listing requirements of the NYSE American. These practices\nmay afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements\nof the NYSE American. We will rely on home country practice to be exempted from certain of the corporate governance requirements of the\nNYSE American, namely:\n\n \n\n(i)\nthere will not be a necessity to hold meetings of board of directors on at least a quarterly basis, or the requirement for independent\ndirectors to have regularly scheduled executive sessions at least annually without the presence of non-independent directors and management;\n\n \n\n(ii)\nthere will be no requirement for the Company to obtain shareholder approval with respect to (a) the establishment (or material amendment\nto) a stock option or purchase plan or other equity compensation arrangement as specified in Section 711 of the NYSE American LLC Company\nGuide; (b) the issuance of additional shares as sole or partial consideration for an acquisition of the stock or assets of another company\nin the circumstances specified in Section 712 of the NYSE American LLC Company Guide; and (c) the issuance of additional shares in connection\nwith a transaction specified in Section 713 of the NYSE American LLC Company Guide, or that will result in a change of control of the\nCompany; and\n\n \n\n(iii)\nthere will be no requirement for the Company to hold annual meeting of shareholders as specified in Section 704 of the NYSE American\nLLC Company Guide.\n\n \n\n**We\nwill incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth\ncompany.”**\n\n \n\nAs\na public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley\nAct of 2002, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices\nof public companies. We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company\nuntil the earlier of (1) the last day of the fiscal year (a) ended December 31, 2030, (b) in which we have total annual gross revenue\nof at least US$1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary\nShares that is held by non-affiliates exceeds US$700 million as of the prior June 30th, and (2) the date on which we have\nissued more than US$1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage\nof specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include\nexemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal\ncontrol over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards\napply to private companies.\n\n \n\nCompliance\nwith these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming\nand costly. After we are no longer an “emerging growth company,” or until five years following the completion of our IPO,\nwhichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with\nthe requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required\nto increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.\nIn addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us\nto find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments\nwith respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional\ncosts we may incur or the timing of such costs.\n\n \n\n16\n\n \n\n \n\n**Our\nboard of directors may decline to register transfers of shares in certain circumstances.**\n\n \n\nOur\nboard of directors may, in its sole discretion, decline to register any transfer of any share which is not fully paid up or on which\nwe have a lien. Our directors may also decline to register any transfer of any share unless (i) the instrument of transfer is lodged\nwith us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably\nrequire to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class\nof shares; (iii) the instrument of transfer is properly stamped, if required; (iv) in the case of a transfer to joint holders,\nthe number of joint holders to whom the share is to be transferred does not exceed four; (v) the shares conceded are free of any\nlien in favor of us; or (vi) a fee of such maximum sum as NYSE American may determine to be payable, or such lesser sum as our board\nof directors may from time to time require, is paid to us in respect thereof.\n\n \n\nIf\nour directors refuse to register a transfer they shall, within one month after the date on which the instrument of transfer was lodged,\nsend to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice\nbeing given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times\nand for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers\nshall not be suspended nor the register closed for more than 30 days in any year.\n\n \n\n**Risks\nRelated to Doing Business in Hong Kong**\n\n \n\n**Although\nwe and our subsidiaries are not based in Mainland China and we have no operations in Mainland China, the PRC government may intervene\nor influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas\nand/or foreign investment in issuers like ourselves. It may result in a material adverse change in SCS’s operations, significantly\nlimit or completely hinder SCS’s ability to offer or continue to offer securities to investors and cause the value of SCS’s\nsecurities to significantly decline or become worthless, which would materially affect the interests of the investors.**\n\n \n\nWe\nand our subsidiaries are not based in Mainland China and do not have operations in Mainland China. We currently do not have or intend\nto set up any subsidiary in Mainland China, or do not foresee the need to enter into any contractual arrangements with a VIE to establish\na VIE structure in Mainland China. In 2024 and 2025, we generated approximately 79.5% and 89.7% of our revenues from Hong Kong, respectively.\nPursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC\nshall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local\nlegislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall\nbe confined to those relating to defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong\nas specified by the Basic Law. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected\nin the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including\nthat of final adjudication under the principle of “one country, two systems.”\n\n \n\nHowever,\nin light of the PRC government’s recent expansion of authority in Hong Kong, we may be subject to uncertainty about any future\nactions of the PRC government or authorities in Hong Kong, and it is possible that all the legal and operational risks associated with\nbeing based in and having operations in the PRC may also apply to operations in Hong Kong in the future. There is no assurance that there\nwill not be any changes in the economic, political and legal environment in Hong Kong. The PRC government may intervene or influence\nour current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign\ninvestment in issuers like ourselves. Such governmental actions, if and when they occur: (i) could significantly limit or completely\nhinder our ability to continue our operations; (ii) could significantly limit or hinder our ability to offer or continue to offer\nour Ordinary Shares to investors; and (iii) may cause the value of our Ordinary Shares to significantly decline or become worthless.\n\n** **\n\n17\n\n \n\n** **\n\n**All\nof SCS’s operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the PRC\ngovernment may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations\nat any time, which could result in a material change in our operations and/or the value of our Ordinary Shares. The PRC government may\nalso intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest\nin our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government\nmay also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system\ncannot be certain.**\n\n \n\nCCCI\nis a holding company, and we conduct our operations in Hong Kong through SCS, our wholly-owned subsidiary, formed in Hong Kong. Substantially\nall of our operations are located in Hong Kong. Nevertheless, the PRC government may choose to exercise significant oversight and discretion,\nand the policies, regulations, rules, and the enforcement of laws of the PRC government to which we are subject may change rapidly and\nwith little advance notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing\nlaws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently\nby different agencies or authorities, and may be inconsistent with our current policies and practices. New laws, regulations, and other\ngovernment directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations\nor any other government actions may:\n\n \n\n \n●\ndelay\nor impede our development;\n\n \n\n \n●\nresult\nin negative publicity or increase our operating costs;\n\n \n\n \n●\nrequire\nsignificant management time and attention; and/or\n\n \n\n \n●\nsubject\nus to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our\ncurrent or historical operations, or demands or orders that we modify or even cease our business practices.\n\n \n\nWe\nare aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in\ncertain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing\nsupervision over mainland-China-based companies listed overseas using variable interest entity structure, adopting new measures to extend\nthe scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions\nare new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new\nlaws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact\nsuch modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list\non a U.S. or other foreign exchange.\n\n \n\nThe\nPRC government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign\ninvestment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares.\nFor example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign\ncurrencies and the transfer of currencies out of Hong Kong and the laws. However, the PRC government may, in the future, impose restrictions\nor limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities\nwithin our organization or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future,\nmay delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from SCS. The promulgation\nof new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably\nimpact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which\ncould decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates,\nor subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business,\nfinancial condition and results of operations could be adversely affected and such measures could materially decrease the value of our\nOrdinary Shares, potentially rendering it worthless.\n\n** **\n\n18\n\n \n\n** **\n\n**Compliance\nwith Hong Kong’s Personal Data (Privacy) Ordinance and any such other existing or future data privacy related laws, regulations\nand governmental orders may entail significant expenses and could materially affect our business.**\n\n \n\nWe\nare subject to a variety of laws and other obligations regarding data privacy and protection in Hong Kong.\n\n \n\nIn\nparticular, the Personal Data (Privacy) Ordinance (Chap. 486) of Hong Kong) (“PDPO”) imposes a duty on any data user who,\neither alone or jointly with other persons, controls the collection, holding, processing or use of any personal data which relates directly\nor indirectly to a living individual and can be used to identify that individual. Under the PDPO, data users shall take all practicable\nsteps to protect the personal data they hold from any unauthorized or accidental access, processing, erasure, loss, or use. Once collected,\nsuch personal data should not be kept longer than necessary for the fulfilment of the purpose for which it is or is to be used and shall\nbe erased if it is no longer required, unless erasure is prohibited by law or is not in the public interest. The PDPO also confers on\nthe Privacy Commissioner for Personal Data (“Privacy Commissioner”) power to conduct investigations and institute prosecutions.\nThe data protection principles (collectively, the “DPP”), which are contained in Schedule 1 to the PDPO, outline how data\nusers should collect, handle, and use personal data, complemented by other provisions imposing further compliance requirements. The collective\nobjective of DPPs is to ensure that personal data is collected on a fully informed basis and in a fair manner, with due consideration\ntowards minimizing the amount of personal data collected. Once collected, the personal data should be processed in a secure manner and\nshould only be kept for as long as necessary for the fulfilment of the purposes of using the data. Use of the data should be limited\nto or related to the original collection purpose. Data subjects are given certain rights, inter alia: (a) the right to be informed by\na data user whether the data user holds personal data of which the individual is the data subject; (b) if the data user holds such data,\nto be supplied with a copy of such data; and (c) the right to request correction of any data they consider to be inaccurate. The Commissioner\nmay carry out criminal investigations and institute prosecution for certain offenses. Depending on the severity of the cases, the Privacy\nCommissioner will decide whether to prosecute or refer cases involving suspected commission to the Department of Justice of Hong Kong.\nVictims may also seek compensation by civil action from data users for damage caused by a contravention of the PDPO. The Commissioner\nmay provide legal assistance to the aggrieved data subjects if the Commissioner deems fit to do so.\n\n \n\nWe\nbelieve that we have been in compliance with the data privacy and personal information requirements of the PDPO. However, if we or SCS\nconducting business operations in Hong Kong have violated certain provisions of the PDPO, we could face significant civil penalties and/or\ncriminal prosecution, which could adversely affect our business, financial condition, and results of operations.\n\n \n\n**We\nmay become subject to a variety of PRC laws and other obligations regarding M&A Rules, the Trial Measures and data security, and\nany failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition\nand results of operations.**\n\n \n\nThe\nRegulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory\nagencies on August 8, 2006, and amended on June 22, 2009, requires an overseas special purpose vehicle formed for listing purposes through\nacquisitions of domestic companies in Mainland China and controlled by companies or individuals of Mainland China to obtain the approval\nof the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In addition,\non December 24, 2021, the CSRC released the Draft Administrative Provisions and the Draft Filing Measures, both of which had a comment\nperiod that expired on January 23, 2022. The Draft Administrative Provisions and Draft Filing Measures regulate the administrative system,\nrecord-filing management, and other related rules in respect of the direct or indirect overseas issuance of listed and traded securities\nby “domestic enterprises”. The Draft Administrative Provisions specify that the CSRC has regulatory authority over the “overseas\nsecurities offering and listing by domestic enterprises”, and requires “domestic enterprises” to complete filing procedures\nwith the CSRC if they wish to list overseas. On February 17, 2023, the CSRC released the Trial Measures of Overseas Securities Offering\nand Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023. According\nto the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill\nthe filing procedures and report relevant information to the CSRC; any failure to comply with such filling procedures may result in administrative\npenalties, such as an order to rectify, warnings, and fines. On April 2, 2022, the CSRC published the Draft Archives Rules, for public\ncomment. These rules state that in the overseas listing activities of domestic companies, domestic companies, as well as securities companies\nand securities service institutions providing relevant securities services thereof, should establish a sound system of confidentiality\nand archival work, shall not disclose state secrets, or harm the state and public interests.\n\n \n\n19\n\n \n\n \n\nCCCI\nis a holding company incorporated in the Cayman Islands with one operating subsidiary based in Hong Kong, as of the date of this Report,\nwe have no subsidiary, VIE structure or any direct operations in Mainland China, nor do we intend to have any subsidiary or VIE structure\nor to acquire any equity interests in any domestic companies in Mainland China, and we are not controlled by any companies or individuals\nof Mainland China. Further, we are headquartered in Hong Kong and our chief executive officer, chief financial officer and all members\nof our board of directors are not Mainland China citizens and most of our revenues and profits are generated by our subsidiary in Hong\nKong and we have not generated any revenues or profits in Mainland China. Additionally, we do not intend to operate in Mainland China\nin the foreseeable future. As such, we do not believe we would be subject to the M&A Rules, or would be required to file with the\nCSRC under the Trial Measures. Moreover, pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law,\nPRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which shall be confined\nto those relating to defense, foreign affairs and other matters outside the limit of the autonomy of Hong Kong as specified by the Basic\nLaw). Therefore, we believe, as of the date of this Report, the CSRC’s approval or review is not required for the listing and trading\nof our Ordinary Shares in the U.S. exchange as provided under the M&A Rules and the Trial Measures.\n\n \n\nMost\nof SCS’s operations are conducted in Hong Kong, which is a part of the PRC. We are aware that recently, in 2023, the PRC government\ninitiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little\nadvance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland-China-based\ncompanies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding its\nefforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative\nor administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and\ninterpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws\nand regulations will have on our Hong Kong subsidiary’s daily business operations, their ability to accept foreign investments\nand the listing of our Ordinary Shares on a U.S. or other foreign exchange. These actions could result in a material change in our operations\nand/or to the value of our Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer\nour Ordinary Shares to investors.\n\n \n\nIn\naddition, on December 28, 2021, the Cyberspace Administration of China (the “CAC”) jointly with the relevant authorities\nformally published the Measures for Cybersecurity Review (2021) (the “Measures”) which took effect on February 15, 2022 and\nreplaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures require that, among other things,\nand in addition to any “operator of critical information infrastructure”, any “data processor” controlling personal\ninformation of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity\nreview, and which further elaborate on the factors to be considered when assessing the national security risks of the relevant activities.\nThe publication of the Measures indicates greater oversight by the CAC over data security, which may impact our business. As of the date\nof this Report, SCS does not have any Mainland China individuals as clients. However, SCS may collect and store certain data (including\ncertain personal information) from its customers for “Know Your Customers” purposes, which may include Mainland China individuals\nin the future. As of the date of this Report, we do not expect the Measures to have an impact on our business or operations to subject\nus or SCS to permission requirements from the CAC or any other government agency that is required to approve our subsidiary’s operations,\nas we do not believe we will be deemed to be an “operator of critical information infrastructure” or a “data processor”\ncontrolling personal information of no less than one million users, that are required to file for cybersecurity review before listing\nin the U.S. However, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and\nregulations. If we were deemed to be an “operator of critical information infrastructure” or a “data processor”\ncontrolling personal information of no less than one million users, or if other regulations promulgated in relation to the Measures are\ndeemed to apply to us, our subsidiary’s business operations and the listing of our Ordinary Shares in the U.S. could be subject\nto CAC’s cybersecurity review or we and our subsidiary might be covered by permission from the CAC or any other government agency\nthat is required to approve our subsidiary’s operations in the future. Nevertheless, since these statements and regulatory actions\nare new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or\nnew laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It also remains uncertain\nwhat the potential impact such modified or new laws and regulations will have on our subsidiary’s daily business operations, its\nability to accept foreign investments and the listing of our Ordinary Shares on a U.S. or other foreign exchanges. If any or all of the\nforegoing were to occur, it may significantly limit or completely hinder our ability to complete offering in the future or cause the\nvalue of our ordinary shares to significantly decline or become worthless. As of the date of this Report, there are no commensurate laws\nor regulations in Hong Kong which result in similar significant oversight over data security for companies seeking to offer securities\non a foreign exchange. However, we cannot guarantee that, if, in the future, such laws or regulations were issued in Hong Kong, we would\nbe compliant with such laws or regulations in a timely manner or at all. In addition, we may have to spend significant time and costs\nto become compliant. If we are unable to do so, on commercially reasonable terms, in a timely manner or otherwise, we may become subject\nto sanctions imposed by the relevant regulatory authorities, and our ability to conduct our business, or offer securities on a U.S. or\nother international securities exchange may be restricted. As a result of the foregoing, our business, reputation, financial condition,\nand results of operations may be materially and adversely affected.\n\n \n\n20\n\n \n\n \n\nAs\nof this date, Hong Kong does not have regulations to extend oversight and control over offerings that are conducted overseas. Moreover,\nwe do not expect to be subject to any cybersecurity review by Hong Kong and PRC government authorities for the offering of our securities.\nIn the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject\nto review by the CSRC or the CAC or if applicable laws, regulations or interpretations change and we are required to obtain such permissions\nor approvals, (ii) we inadvertently conclude that relevant permissions or approvals were not required or (iii) we did not receive or\nmaintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder\nour operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of our securities\nto significantly decline or be worthless.\n\n \n\n**You\nmay incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions\nin Hong Kong against us or our management named in the Report based on Hong Kong laws.**\n\n \n\nCurrently,\nall of our operations are conducted outside the United States, and all of our assets are located outside the United States. All of our\ndirectors and officers are non-U.S. nationals or residents and a significant portion of their assets are located outside the United States.\nYou may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing\nactions in Hong Kong against us or our management named in the Report, as judgments entered in the United States can be enforced in Hong\nKong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive\nupon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges,\nthe proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary\nto public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined\nby the private international law rules applied by the Hong Kong courts. For more information regarding the relevant laws of the Cayman\nIslands and Hong Kong, see “Enforceability of Civil Liabilities.”\n\n \n\n**The\nenactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National\nSecurity Law”) could impact our Hong Kong holding subsidiary.**\n\n \n\nOn\nJune 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law\ndefines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories\nof offences — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger\nnational security — and their corresponding penalties. On July 14, 2020, the former U.S. President Donald Trump signed the Hong\nKong Autonomy Act (the “HKAA”), into law, authorizing the U.S. administration to impose blocking sanctions against individuals\nand entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020 the U.S.\ngovernment imposed HKAA-authorized sanctions on eleven individuals, including HKSAR chief executive Carrie Lam. On October 14, 2020,\nthe U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially\ncontributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.”\nThe HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions\nthat knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may\ndirectly affect the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution\nthat is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies\nlocated in Hong Kong. If our Hong Kong subsidiary is determined to be in violation of the Hong Kong National Security Law or the HKAA\nby competent authorities, our business operations, financial position and results of operations could be materially and adversely affected.\n\n \n\nThe\nPRC government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and\nforeign investment in China-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares.\nAdditionally, the governmental and regulatory interference could significantly limit or completely hinder our ability to offer or continue\nto offer securities to investors and cause the value of such securities to significantly decline or be worthless.\n\n** **\n\n21\n\n \n\n** **\n\n**There\nare political risks associated with conducting business in Hong Kong.**\n\n \n\nWhile\nwe operate our business in Hong Kong and the South East Asian region, our operations are principally based in Hong Kong. Accordingly,\nour business operations and financial condition will be affected by the political and legal developments in Hong Kong. During the period\ncovered by the financial information included in this Report, we derive substantially all of our revenue from operations in Hong Kong.\nAny adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as\nwell as significant natural disasters, may adversely affect our business operations. Hong Kong is a special administrative region of\nthe PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional\ndocument, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including\nthat of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will\nnot be any changes in the economic, political and legal environment in Hong Kong in the future. Since a substantial part of our operations\nis based in Hong Kong, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong\nKong, thereby directly and adversely affecting our results of operations and financial position.\n\n \n\nIf\nthe PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s\ncommon law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could,\nin turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality\nprotections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect\nof future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation\nor enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections\navailable to us, including our ability to enforce our agreements with our customers.\n\n \n\nUnder\nthe Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is vested with executive\npower to conduct administrative affairs and authorized to conduct certain external affairs, while the government of the PRC is responsible\nfor its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states\nand regions. Based on certain recent developments including the Law of the People’s Republic of China on Safeguarding National\nSecurity in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress\nin June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy\nfrom Mainland China and President Trump signed an executive order and the HKAA to remove Hong Kong’s preferential trade status\nand to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially\ncontributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions\non exports from Hong Kong that it places on goods from Mainland China. These and other recent actions may represent an escalation in\npolitical and trade tensions involving the U.S., Mainland China and Hong Kong, which could potentially harm our business.\n\n \n\nOur\nrevenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions\nin Hong Kong. Any drastic events may adversely affect our business operations. Such adverse events may include changes in economic conditions\nand regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters.\nGiven the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations,\nwhich could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict\nthe full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative\nactions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price\nof our Ordinary Shares could be adversely affected.\n\n \n\n22\n\n \n\n \n\n**Risks\nRelated to Our Securities**\n\n \n\n**The\nmarket price for the Ordinary Shares is volatile.**\n\n \n\nSince\nour initial public offering, the closing price of our Ordinary Shares has ranged from a high of $11.70 per share to a low of $1.83 per\nshare on December 10, 2025. The trading prices of the Ordinary Shares are likely to be volatile and could fluctuate widely due to factors\nbeyond our control. This may happen because of broad market and industry factors, like the performance and fluctuation in the market\nprices or the underperformance or deteriorating financial results of internet or other companies based in China that have listed their\nsecurities in the United States in recent years. The securities of some of these companies have experienced significant volatility since\ntheir initial public offerings, including, in some cases, substantial price declines in their trading prices. The trading performances\nof other Chinese companies’ securities after their offerings may affect the attitudes of investors toward Chinese companies listed\nin the U.S., which consequently may impact the trading performance of the Ordinary Shares, regardless of our actual operating performance.\nIn addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure\nor other matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general,\nincluding us, regardless of whether we have conducted any inappropriate activities.\n\n \n\nIn\naddition to the above factors, the price and trading volume of the Ordinary Shares may be highly volatile due to multiple factors, including\nthe following:\n\n \n\n \n●\nregulatory\ndevelopments affecting us, our consumers or our industry;\n\n \n \n \n\n \n●\nannouncements\nof studies and reports relating to the quality of our product and service offerings or those of our competitors;\n\n \n \n \n\n \n●\nchanges\nin the economic performance or market valuations of other property management businesses;\n\n \n \n \n\n \n●\nactual\nor anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results;\n\n \n \n \n\n \n●\nchanges\nin financial estimates by securities research analysts;\n\n \n \n \n\n \n●\nannouncements\nby us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures or capital commitments;\n\n \n \n \n\n \n●\nadditions\nto or departures of our senior management;\n\n \n \n \n\n \n●\ndetrimental\nnegative publicity about us, our management or our industry;\n\n \n \n \n\n \n●\nfluctuations\nof exchange rates between the Renminbi and the U.S. dollar;\n\n \n \n \n\n \n●\nrelease\nor expiry of lock-up or other transfer restrictions on our outstanding Ordinary Shares; and\n\n \n \n \n\n \n●\nsales\nor perceived potential sales of additional Ordinary Shares.\n\n \n\nThe\ntrading market for the Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about\nus or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who\ncover us downgrade the Ordinary Shares or publish inaccurate or unfavorable research about our business, the market price for our Ordinary\nShares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly,\nwe could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the Ordinary Shares\nto decline.\n\n \n\n23\n\n \n\n \n\n**If\nsecurities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations\nregarding the Ordinary Shares, the market price for the Ordinary Shares and trading volume could decline.**\n\n \n\nThe\ntrading market for our Ordinary Shares will be influenced by research or reports that industry or securities analysts publish about our\nbusiness. If industry or securities analysts decide to cover us and in the future downgrade our Ordinary Shares, the market price for\nour Ordinary Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on\nus, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our Ordinary\nShares to decline.\n\n \n\n**Because\nwe do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of the Ordinary Shares for return on\nyour investment.**\n\n \n\nWe\ncurrently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our\nbusiness. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment\nin the Ordinary Shares as a source for any future dividend income.\n\n \n\nOur\nboard of directors has discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely\nthat our company may only pay dividends out of profits or share premium; provided that in no circumstances may a dividend be paid if\nthis would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our\nshareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors.\nEven if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend\non, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions,\nif any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by\nour board of directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future\nprice appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value or even maintain the\nprice at which you purchased the Ordinary Shares. You may not realize a return on your investment in our Ordinary Shares and you may\neven lose your entire investment in our Ordinary Shares.\n\n \n\n**Substantial\nfuture sales or perceived potential sales of Ordinary Shares in the public market could cause the price of the Ordinary Shares to decline.**\n\n \n\nSales\nof Ordinary Shares in the public market, or the perception that these sales could occur, could cause the market price of the Ordinary\nShares to decline. We currently have 35,490,000 Ordinary Shares outstanding. All Ordinary Shares sold in the IPO are freely transferable\nwithout restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. Ordinary Shares subject\nto these lock-up agreements will become eligible for sale in the public market upon expiration of these lock-up agreements, subject to\nvolume and other restrictions as applicable under Rules 144 and 701 under the Securities Act. To the extent shares are released before\nthe expiration of the lock-up period and sold into the market, the market price of the Ordinary Shares could decline. Moreover, the perceived\nrisk of this potential dilution could cause shareholders to attempt to sell their shares and investors to short our Ordinary Shares.\nThese sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that\nwe deem reasonable or appropriate.\n\n \n\n**We\nmay need additional capital and may sell additional Ordinary Shares or other equity securities or incur indebtedness, which could result\nin additional dilution to our shareholders or increase our debt service obligations.**\n\n \n\nWe\nmay require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions\nwe may decide to pursue. If our cash resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity\nor debt securities or obtain a credit facility. The sale of additional equity securities or equity-linked debt securities could result\nin additional dilution to our shareholders. The incurrence of indebtedness would result in debt service obligations and could result\nin operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts\nor terms acceptable to us, if at all.\n\n \n\n24\n\n \n\n \n\n**Certain\nexisting shareholders have substantial influence over our company and their interests may not be aligned with the interests of our other\nshareholders.**\n\n \n\nOur\ndirectors and officers collectively own an aggregate of approximately 68.91% of the total voting power of our outstanding Ordinary Shares.\nAs a result, they have substantial influence over our business, including significant corporate actions such as mergers, consolidations,\nelection of directors and other significant corporate actions.\n\n \n\nThey\nmay take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay\nor prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their\nshares as part of a sale of our company and may reduce the price of the Ordinary Shares. These actions may be taken even if they are\nopposed by our other shareholders, including those who purchase Ordinary Shares in the open market. In addition, the significant concentration\nof share ownership may adversely affect the trading price of the Ordinary Shares due to investors’ perception that conflicts of\ninterest may exist or arise. For more information regarding our principal shareholders and their affiliated entities, see “Principal\nShareholders.”\n\n \n\n**We\nare an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.**\n\n \n\nWe\nare an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various\nrequirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required\nto comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 so long as we are an emerging growth\ncompany. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain\ninformation they may deem important.\n\n \n\nIn\naddition, under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as\nthose standards apply to private companies. We have elected to avail ourselves of an exemption that allows us to delay adopting new or\nrevised accounting standards until such time as those standards apply to private companies. As a result, we will not be subject to the\nsame new or revised accounting standards as other public companies that comply with the public company effective dates. We have also\nelected to take advantage of certain of the reduced disclosure obligations in this Report and may elect to take advantage of other reduced\nreporting requirements in future filings. As a result of these elections, the information that we provide to our shareholders may be\ndifferent than you might receive from other public reporting companies.\n\n \n\n**You\nmay face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when\ncompared to the laws of the U.S. and it may be difficult for a shareholder of ours to effect service of process or to enforce judgements\nobtained in the U.S. courts.**\n\n \n\nWe\nare an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our amended and restated\nmemorandum and articles of association, as amended and by the Companies Act (As Revised) and common law of the Cayman Islands. The rights\nof shareholders to take legal action against our directors, officers and us, actions by minority shareholders and the fiduciary duties\nof our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law\nof the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English\ncommon law. Decisions of the English courts are generally of persuasive authority but are not binding on the courts of the Cayman Islands.\nThe rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they\nwould be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a different body of securities\nlaws as compared to the United States, and provides significantly less protection to investors. In addition, Cayman Islands companies\nmay not have stood to initiate a shareholder derivative action before the U.S. federal courts. There is no statutory recognition in the\nCayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce\na non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.\n\n \n\n25\n\n \n\n \n\nThe\ncourts of the Cayman Islands are unlikely (i) to recognize or enforce judgments of courts of the United States predicated upon the civil\nliability provisions of the federal securities laws of the United States or any state securities laws; and (ii) in original actions brought\nin the Cayman Islands, to impose liabilities predicated upon the civil liability provisions of the federal securities laws of the United\nStates or any state securities laws, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances,\nalthough there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman\nIslands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits\nbased on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for\nwhich judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such\njudgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent\nwith a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a\nkind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple\ndamages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings\nare being brought elsewhere.\n\n \n\nCurrently,\nall of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States.\nAll of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a significant portion\nof their assets are located outside the United States. As a result, it may be difficult or impossible for a shareholder to bring an action\nagainst us or against these individuals outside of the United States, or to enforce against us or them judgments obtained in U.S. courts,\nincluding judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United\nStates.\n\n \n\nShareholders\nof Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than\nthe memorandum and articles of association, a list of the current directors of the company, the register of mortgages and charges and\nany special resolutions passed by our shareholders) or to obtain copies of lists of shareholders of these companies. Our directors are\nnot required under our amended and restated memorandum and articles of association to make our corporate records available for inspection\nby our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a\nshareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.\n\n \n\nCertain\ncorporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies\nincorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to\ncorporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations\napplicable to U.S. domestic issuers.\n\n \n\nAs\na result of all of the above, our shareholders may have more difficulty in protecting their interests through actions against us or our\nofficers, directors or major shareholders than would shareholders of a corporation incorporated in the United States.\n\n \n\n**As\na foreign private issuer, we are permitted to, and we will, rely on exemptions from certain NYSE American corporate governance standards\napplicable to domestic U.S. issuers. This may afford less protection to holders of our shares.**\n\n \n\nWe\nare exempted from certain corporate governance requirements of NYSE American listing rules by virtue of being a foreign private issuer.\nWe are required to provide a brief description of the significant differences between our corporate governance practices and the corporate\ngovernance practices required to be followed by domestic U.S. companies listed on NYSE American. The standards applicable to us are considerably\ndifferent than the standards applied to domestic U.S. issuers. For instance, we are not required to:\n\n \n\n \n●\nhave\na majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange\nAct);\n\n \n\n \n●\nhave\na compensation committee or a nominating or corporate governance committee consisting entirely of independent directors;\n\n \n\n \n●\nhave\nregularly scheduled executive sessions with only independent directors; or\n\n \n\n \n●\nhave\nexecutive sessions of solely independent directors each year.\n\n \n\n26\n\n \n\n \n\nWe\nhave relied on and intend to continue to rely on some of these exemptions. As a result, you may not be provided with the benefits of\ncertain corporate governance requirements of NYSE American.\n\n \n\n**We\nmay lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.**\n\n \n\nAs\ndiscussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and\ncurrent reporting requirements of the Exchange Act. However, pursuant to the Holding Foreign Insiders Accountable Act enacted on December\n18, 2025, our directors and officers are subject to the insider reporting obligations under Section 16(a) of the Exchange Act, including\nthe requirement to file Forms 3, 4 and 5, effective March 18, 2026. The determination of foreign private issuer status is made annually\non the last business day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer\nstatus if, for example, more than 50% of our Ordinary Shares are directly or indirectly held by residents of the U.S. and we fail to\nmeet additional requirements necessary to maintain our foreign private issuer status. In the future, if we lose our foreign private issuer\nstatus as of the last date of our second fiscal quarter, we would be required to file with the SEC periodic reports and registration\nstatements on U.S. domestic issuer forms beginning on the following January 1, which are more detailed and extensive than the forms available\nto a foreign private issuer. We would also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors\nand principal shareholders would become subject to the short-swing profit disclosure and recovery provisions under Section 16(b) of the\nExchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under NYSE\nAmerican Company Guide. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal,\naccounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order\nto maintain a listing on a U.S. securities exchange.\n\n \n\n**If\nwe cannot satisfy, or continue to satisfy, the listing requirements and other rules of NYSE American, although we are exempt from certain\ncorporate governance standards applicable to US issuers as a foreign private issuer, our securities may not be listed or may be delisted,\nwhich could negatively impact the price of our securities and your ability to sell them.**\n\n \n\nIn\norder to maintain our listing on NYSE American, we will be required to comply with certain rules of NYSE American, including those regarding\nminimum stockholders’ equity, minimum share price and certain corporate governance requirements. Even if we initially meet the\nlisting requirements and other applicable rules of NYSE American, we may not be able to continue to satisfy these requirements and applicable\nrules. If we are unable to satisfy NYSE American criteria for maintaining our listing, our securities could be subject to delisting.\n\n \n\nIf\nNYSE American does not list our securities, or subsequently delists our securities from trading, we could face significant consequences,\nincluding:\n\n \n\n \n●\na\nlimited availability for market quotations for our securities;\n\n \n\n \n●\nreduced\nliquidity with respect to our securities;\n\n \n\n \n●\na\ndetermination that our Ordinary Shares are a “penny stock,” which will require brokers trading in our Ordinary Share\nto adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for\nour Ordinary Shares;\n\n \n\n \n●\nlimited\namount of news and analyst coverage; and\n\n \n\n \n●\na\ndecreased ability to issue additional securities or obtain additional financing in the future.\n\n** **\n\n27\n\n \n\n** **\n\n**We\nare a “controlled company” within the meaning of NYSE American Company Guide and, as a result, may rely on exemptions from\ncertain corporate governance requirements that provide protection to shareholders of other companies.**\n\n \n\nWe\nare a “controlled company” as defined under NYSE American Company Guide because our Controlling Shareholder holds approximately\n68.91% of our total issued and outstanding Shares and will be able to exercise 68.91% of the total voting power of our issued and outstanding\nshare capital.\n\n \n\nUnder\nNYSE American Company Guide, a company of which more than 50% of the voting power with respect to the election of directors is held by\nan individual, a company or a group of persons acting together is a “controlled company” and may elect not to comply with\ncertain stock exchange rules regarding corporate governance, including the following requirements:\n\n \n\n \n●\nthat\na majority of its board of directors consists of independent directors;\n\n \n \n \n\n \n●\nthat\nits director nominees be selected or recommended for the board’s selection by a majority of the board’s independent directors\nin a vote in which only independent directors participate or by a nominating committee comprised solely of independent directors,\nin either case, with a formal written charter or board resolutions, as applicable, addressing the nominations process and such related\nmatters as may be required under the federal securities laws; and\n\n \n \n \n\n \n●\nthat\nits compensation committee is composed solely of independent directors with a written charter addressing the committee’s purpose\nand responsibilities.\n\n \n\nIf\nwe rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate\ngovernance requirements , which could make our Ordinary Shares less attractive to investors or otherwise harm our stock price.\n\n \n\n**We\nwill continue to incur increased costs as a result of being a public company.**\n\n \n\nAs\na public company, we have incurred and expect to incur significant legal, accounting and other expenses that we did not incur as a private\ncompany. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the NYSE American, impose various requirements\non the corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last\nfiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage\nof specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include\nexemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging\ngrowth company’s internal control over financial reporting.\n\n \n\nWe\nexpect these rules and regulations to continue to increase our legal and financial compliance costs and to make some corporate activities\nmore time-consuming and costly. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance\nwith the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC.\n\n \n\nIn\nthe past, shareholders of a public company often brought securities class action suits against the company following periods of instability\nin the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount\nof our management’s attention and other resources from our business and operations, which could harm our results of operations\nand require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our\nreputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be\nrequired to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.\n\n \n\n28\n\n \n\n \n\n**Because\nour business is conducted in Hong Kong dollars and the price of our Ordinary Shares is quoted in United States dollars, changes in currency\nconversion rates may affect the value of your investments.**\n\n \n\nOur\nbusiness is conducted in Hong Kong, our books and records are maintained in Hong Kong dollars, which is the currency of Hong Kong, and\nthe financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in\nthe exchange rate between the Hong Kong dollar and U.S. dollar affect the value of our assets and the results of our operations in United\nStates dollars.\n\n \n\nSince\n1983, Hong Kong dollars have been pegged to the U.S. dollars at the rate of approximately HK$7.80 to US$1.00. We cannot assure you that\nthis policy will not be changed in the future. If the pegging system collapses, the value of the Hong Kong dollar against the United\nStates dollar and other currencies may fluctuate and is affected by, among other things, changes in Hong Kong’s political and economic\nconditions and perceived changes in the economy of Hong Kong and the United States. Any significant revaluation of the Hong Kong dollar\nmay materially and adversely affect our cash flows, revenue and financial condition. Further, although our Ordinary Shares offered by\nthis Report are denominated in United States dollars, we will need to convert the net proceeds we receive into Hong Kong dollars in order\nto use the funds for our business. Changes in the conversion rate between the United States dollar and the Hong Kong dollar will affect\nthat amount of proceeds we will have available for our business.\n\n \n\n**We\nmay experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects,\nmaking it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.**\n\n \n\nRecently,\nthere have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number\nof recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization\ncompany with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume\nand less liquidity than large-capitalization companies. In particular, our Ordinary Shares may be subject to rapid and substantial price\nvolatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated\nto our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess\nthe rapidly changing value of our Ordinary Shares.\n\n \n\nIn\naddition, if the trading volumes of our Ordinary Shares are low, persons buying or selling in relatively small quantities may easily\ninfluence prices of our Ordinary Shares. This low volume of trades could also cause the price of our Ordinary Shares to fluctuate greatly,\nwith large percentage changes in price occurring in any trading day session. Holders of our Ordinary Shares may also not be able to readily\nliquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general\neconomic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this volatility,\ninvestors may experience losses on their investment in our Ordinary Shares. A decline in the market price of our Ordinary Shares also\ncould adversely affect our ability to issue additional Ordinary Shares or other securities and our ability to obtain additional financing\nin the future. No assurance can be given that an active market in our Ordinary Shares will develop or be sustained. If an active market\ndoes not develop, holders of our Ordinary Shares may be unable to readily sell the Ordinary Shares they hold or may not be able to sell\ntheir Ordinary Shares at all.\n\n \n\n**There\ncan be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable\nyear, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Ordinary Shares.**\n\n \n\nA\nnon-U.S. corporation will be a PFIC for any taxable year if either (1) at least 75% of its gross income for such year consists of certain\ntypes of “passive” income; or (2) at least 50% of the value of its assets (based on an average of the quarterly values\nof the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income,\nor the asset test. Based on our current and expected income and assets, we do not presently expect to be a PFIC for the current taxable\nyear or the foreseeable future. However, no assurance can be given in this regard because the determination of whether we are or will\nbecome a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets.\nIn addition, there can be no assurance that the Internal Revenue Service, or IRS, will agree with our conclusion or that the IRS would\nnot successfully challenge our position. Fluctuations in the market price of our Ordinary Shares may cause us to become a PFIC for the\ncurrent or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference\nto the market price of our Ordinary Shares. The composition of our income and assets may also be affected by how, and how quickly, we\nuse our liquid assets and the cash raised in the initial public offering. If we were to be or become a PFIC for any taxable year during\nwhich a U.S. Holder holds our Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder and\nsuch U.S. Holder may be subject to additional reporting requirements.\n\n \n\n29"}