{"url_path":"/sec/svmb/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1647822/0001493152-26-033861-index.html","accession_number":"0001493152-26-033861","cik":"0001647822","ticker":"SVMB","issuer_name":"Jingbo Technology, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1647822/0001493152-26-033861-index.html","primary_entity_key":"0001647822","primary_entity_name":"Jingbo Technology, Inc."},"word_count":11830,"has_tables":true,"body_markdown":"**Item\n1A. Risk Factors**\n\n \n\nSmaller\nreporting companies are not required to provide the information required by this Item 1A.\n\n \n\n**Risks\nRelating to Our Corporate Structure**\n\n \n\n**We\ndo not have direct ownership of some of our operating entities in Chinese Mainland, but exercise control over the operating activities\nthat most impact the economic performance, bear the risks of, enjoys the rewards normally associated with ownership of the entity, and\nconsolidate the financial results of the VIE in our consolidated financial statements in accordance with U.S. GAAP through contractual\narrangements with the VIE and its shareholders, which may not be effective in providing control over our operating entities.**\n\n \n\nWe\ndo not have direct ownership of some of our operating entities in Chinese Mainland, but through VIE Agreements, we exercise control over\nthe operating activities that most impact the economic performance, bears the risks of, and enjoys the rewards normally associated with\nownership of the entity. As a result, through such contractual arrangements with the VIEs and their shareholders, we are the primary\nbeneficiary of the VIEs, and, therefore, consolidate the financial results of the VIEs in our consolidated financial statements in accordance\nwith all of our current revenue is derived from the VIEs in Chinese Mainland. To comply with Chinese Mainland laws and regulations, we\ndo not have an equity ownership interest in the VIEs but rely on the VIE Agreements with the VIEs to control and operate their businesses.\nHowever, these VIE Agreements may not be effective from Chinese Mainland laws in providing us with the necessary control over the VIEs\nand their operations. Any deficiency in these VIE Agreements may result in our loss of control over the management and operations of\nthe VIEs, which will result in a significant loss in the value of an investment in the Company. Because of the practical restrictions\non direct foreign equity ownership imposed by the Chinese Mainland government authorities, we must rely on contractual rights through\nthe VIE structure to effect control over and management of the VIEs, which exposes us to the risk of potential breach of contract by\nthe shareholders of the VIEs.\n\n \n\n**Because\nwe are an offshore holding company and our business was conducted through the VIE Agreements with our VIEs in Chinese Mainland, if the\nChinese Mainland government deems that the contractual arrangements in relation to our consolidated VIEs do not comply with Chinese Mainland\nregulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations\nchange in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.**\n\n \n\nWe\nare a holding company incorporated in the Nevada. As a holding company with no material operations, our operations were conducted in\nChinese Mainland by our subsidiaries and through the VIE Agreements with the VIEs in Chinese Mainland, the respective equity of which\nis owned by Huixin WFOE and Keqiao WFOE, through the VIE Agreements, as a result of which, under United States generally accepted accounting\nprinciples, the assets and liabilities of the VIEs are treated as our assets and liabilities and the results of operations of the VIEs\nare treated in all respects as if they were the results of our operations. The Chinese Mainland government regulates telecommunications-related\nbusinesses through strict business licensing requirements and other government regulations. These laws and regulations also include limitations\non foreign ownership of Chinese Mainland companies that engage in telecommunications-related businesses. Specifically, foreign investors\nare not allowed to own more than 50% equity interest in any Chinese Mainland company engaging in value-added telecommunications businesses\n(except for e-commerce, domestic multi-party communication, store-and-forward and call center services). The primary foreign investor\nmust also have operating experience and a good track record in providing value-added telecommunications services, or VATS, overseas.\nOn March 29, 2022, the Decision of the State Council on Revising and Repealing Certain Administrative Regulations, which took effect\non May 1, 2022, was promulgated to amend certain provisions of regulations including the Provisions on the Administration of Foreign-Invested\nTelecommunications Enterprises (2016 Revision), the requirement for major foreign investor to demonstrate a good track record and experience\nin operating value-added telecommunications businesses is deleted.\n\n \n\n21\n\n \n\n \n\nBecause\nwe are a Nevada corporation, we are classified as a foreign enterprise under Chinese Mainland laws and regulations, and our wholly-owned\nChinese Mainland subsidiaries, Huixin WFOE and Keqiao WFOE, are foreign-invested enterprises, or FIEs. To comply with the current Chinese\nMainland laws and regulations, we conduct our business in Chinese Mainland through our certain consolidated VIEs and its affiliates.\nHuixin WFOE and Keqiao WFOE have respectively entered into a series of contractual arrangements with our consolidated VIEs and their\nshareholders. In addition, we cannot assure you that we will be able to comply with these laws and regulations in all respects. We may\nalso be subject to fines, legal or administrative sanctions and other adverse consequences, and may not be able to become in compliance\nwith relevant laws and regulations in a timely manner, or at all. These may materially and adversely affect its business, financial condition,\nresults of operations and reputation.\n\n \n\nThe\nGuideline No.2 on the Application of Regulatory Rules on Overseas Securities Offerings and Listings, or the Guideline No.2, as one of\nthe supporting guidelines for the Trial Measures, provides that the filing documents submitted to the CSRC shall specify, among other\nthings: (i) whether the issuer’s business, licenses or qualifications are not allowed to be controlled by way of contractual arrangements\nby Chinese Mainland laws, administrative regulations or relevant provisions; (ii) whether the domestic operating entities controlled\nby way of contractual arrangements are subject to any restricted or prohibited industries for foreign investments. The officials from\nthe CSRC clarified at the press conference held for the Trial Measures on February 17, 2023 that, the CSRC will solicit opinions from\nrelevant regulatory authorities and complete the filing of the overseas listing of companies with VIE structure which duly meet the compliance\nrequirements. Uncertainty still remains on how such rules will be interpreted and implemented, including the Regulations on Mergers and\nAcquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, the Trial Measures, and the Telecommunications Regulations\nand the relevant regulatory measures concerning the telecommunications industry, there can be no assurance that how the Chinese Mainland\ngovernment authorities, such as the Ministry of Commerce, or the MOFCOM, the MIIT, the CSRC or other authorities that regulate online\nconsumer finance platforms and other participants in the telecommunications industry, would ultimately take a view of our corporate structure\nor any of the above contractual arrangements, with existing policies or with requirements or policies that may be adopted in the future.\nChinese Mainland laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government\nauthorities have broad discretion in interpreting these laws and regulations.\n\n \n\nIf\nour corporate structure and contractual arrangements are deemed by the MIIT or the MOFCOM or other regulators having competent authority\nto be illegal, either in whole or in part, we may lose control of our consolidated VIEs and may have to modify such structure to comply\nwith regulatory requirements. However, there can be no assurance that we can achieve this without material disruption to our business.\nFurther, if our corporate structure and contractual arrangements are found to be in violation of any existing or future Chinese Mainland\nlaws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:\n\n \n\n \n●\nrevoking\nour business and operating licenses;\n\n \n●\nlevying\nfines on us;\n\n \n●\nconfiscating\nany of our income that they deem to be obtained through illegal operations;\n\n \n●\nshutting\ndown our services;\n\n \n●\ndiscontinuing\nor restricting our operations in Chinese Mainland;\n\n \n●\nimposing\nconditions or requirements with which we may not be able to comply;\n\n \n●\nrequiring\nus to change our corporate structure and contractual arrangements;\n\n \n●\nrestricting\nor prohibiting our use of the proceeds from overseas offerings to finance our Chinese Mainland consolidated VIEs business and operations;\nand\n\n \n●\ntaking\nother regulatory or enforcement actions that could be harmful to our business.\n\n \n\nFurthermore,\nnew Chinese Mainland laws, rules and regulations may be introduced to impose additional requirements that may be applicable to our corporate\nstructure and contractual arrangements. Occurrence of any of these events could materially and adversely affect our business and financial\ncondition and results of operations. In addition, if the imposition of any of these penalties or requirements to restructure our corporate\nstructure causes us to lose the right to direct the activities of our consolidated VIEs or our right to receive their economic benefits,\nwe would no longer be able to consolidate the financial results of such VIEs in our consolidated financial statements. If our corporate\nstructure and contractual arrangements are deemed to be illegal by relevant regulators, our business and results of operations would\nbe materially and adversely affected and the price of our securities may decline. However, we do not believe that such actions would\nresult in the liquidation or dissolution of the Company, our wholly-owned subsidiaries in Chinese Mainland or our consolidated VIEs or\ntheir subsidiaries.\n\n \n\n22\n\n \n\n** **\n\n**We\ndo not hold equity interests in the VIEs. We rely on contractual arrangements with our consolidated VIEs and their shareholders to operate\nour business, which may not be as effective as direct ownership in providing operational control and may have potential conflicts of\ninterests with us. If the Chinese Mainland government determines that the VIE Agreements do not comply with Chinese Mainland regulations,\nor if these regulations change or are interpreted differently in the future, our securities may decline in value or become worthless\nif the determinations, changes, or interpretations result in our inability to assert contractual control over the assets of the VIEs\nthat conduct all or substantially all of our operations.**\n\n \n\nWe\nhave equity interests in Huixin WFOE and Keqiao WFOE, however, neither we nor our subsidiaries own any equity interests in the VIEs.\nWe control and receive the economic benefits of the VIEs’ business operation through the VIE Agreements. To comply with Chinese\nMainland laws and regulations, we do not have an equity ownership interest in the VIEs but rely on the VIE Agreements with the VIEs to\ncontrol and operate our business. The Company control over the VIEs and the Company’s position of being the primary beneficiary\nof the VIEs for the accounting purposes are limited to the conditions that the Company met for consolidation of the VIEs under U.S. GAAP.\nSuch conditions include that (i) the Company controls the VIEs through power to govern the activities which most significantly impact\nthe VIEs’ economic performance, (ii) the Company is contractually obligated to absorb losses of the VIEs that could potentially\nbe significant to VIEs, and (iii) the Company is entitled to receive benefits from VIEs that could potentially be significant to the\nVIEs. Only if the Company meets the aforementioned conditions for consolidation of the VIEs under U.S. GAAP, the Company will be deemed\nas the primary beneficiary of the VIEs, and the VIEs will be treated as the Company’s consolidated affiliated entities for accounting\npurposes.\n\n \n\nA\nsignificant portion of our revenue is attributed to our consolidated VIEs. These contractual arrangements may not be as effective as\ndirect ownership in providing us with control over our consolidated VIEs. If our consolidated VIEs or their shareholders fail to perform\ntheir respective obligations under these contractual arrangements, our recourse to the assets held by our consolidated VIEs is indirect\nand we may have to incur substantial costs and expend significant resources to enforce such arrangements in reliance on legal remedies\nunder Chinese Mainland law. These remedies may not always be effective, particularly in light of uncertainties in the Chinese Mainland\nlegal system. Furthermore, in connection with litigation, arbitration or other judicial or dispute resolution proceedings, assets under\nthe name of any of the record holders of equity interest in our consolidated VIEs, including such equity interest, may be put under court\ncustody. The validity of the VIE Agreements has not been tested in the Chinese Mainland jurisdiction. These VIE Agreements may not be\nenforceable in Chinese Mainland if Chinese Mainland government authorities or courts take a view that such VIE Agreements contravene\nChinese Mainland laws and regulations or are otherwise not enforceable for public policy reasons. In the event we are unable to enforce\nthese VIE Agreements, we may not be able to exert effective control over the VIEs, and our ability to conduct our business may be materially\nand adversely affected. As a consequence, our securities may decline in value or become worthless if the determinations, changes, or\ninterpretations result in our inability to assert contractual control over the assets of the VIEs that conduct all or substantially all\nof our operations.\n\n \n\nAll\nof these contractual arrangements are governed by Chinese Mainland law and provide for the resolution of disputes through arbitration\nin the Chinese Mainland. Accordingly, these contracts would be interpreted in accordance with Chinese Mainland laws and any disputes\nwould be resolved in accordance with Chinese Mainland legal procedures. The Company could face heightened risks and substantial costs\nin enforcing these contractual arrangements, because, although contractual arrangements similar to the VIE Agreements have been widely\nadopted by Chinese Mainland companies seeking for listing aboard, such arrangements have not been tested in any of the Chinese Mainland\ncourts and there remain significant uncertainties in this regard. The legal environment in the Chinese Mainland is not as developed as\nin other jurisdictions, such as the United States. As a result, uncertainties in the Chinese Mainland legal system could limit our ability\nto enforce these contractual arrangements. In the event that we are unable to enforce these contractual arrangements, or if we suffer\nsignificant time delays or other obstacles in the process of enforcing these contractual arrangements, it would be very difficult to\nexert effective control over our consolidated VIEs, and our ability to conduct our business and our financial condition and results of\noperations may be materially and adversely affected.\n\n \n\n23\n\n \n\n \n\nIn\nconnection with our operations in Chinese Mainland, we rely on the shareholders of our consolidated VIEs to fulfill by the obligations\nunder such contractual arrangements. The interests of these shareholders in their individual capacities as shareholders of our consolidated\nVIEs may differ from the interests of the Company as a whole, as what is in the best interests of our consolidated VIEs, including matters\nsuch as whether to distribute dividends or to make other distributions to fund our offshore requirement, may not be in the best interests\nof the Company. There can be no assurance that when conflicts of interest arise, any or all of these individuals or entities will act\nin the best interests of the Company or that those conflicts of interest will be resolved in our favor. In addition, these individuals\nand entities may breach or cause our consolidated VIEs and their subsidiaries to breach or refuse to renew the existing contractual arrangements\nwith us.\n\n \n\nCurrently,\nwe do not have arrangements that address potential conflicts of interest shareholders of our consolidated VIEs may encounter due to their\ndual roles as shareholders of consolidated VIEs and as beneficial owners of the Company. However, we could, at all times, exercise our\noption under the exclusive call option agreement to cause them to transfer all of their equity ownership in our consolidated VIEs to\na Chinese Mainland entity or individual designated by us as permitted by the then applicable Chinese Mainland laws. In addition, if such\nconflicts of interest arise, we could also, in the capacity of attorney-in-fact of the then existing shareholders of our consolidated\nVIEs as provided under the powers of attorney, directly appoint new directors of our consolidated VIEs. We rely on the shareholders of\nour consolidated VIEs to comply with Chinese Mainland laws and regulations, which protect contracts, and to provide that directors and\nexecutive officers owe a duty of loyalty to the Company and require them to avoid conflicts of interest and not to take advantage of\ntheir positions for personal gains, and with the laws of the Nevada, which provide that directors have a duty of care and a duty of loyalty\nto act honestly in good faith with a view to our best interests. However, the legal frameworks of Chinese Mainland and the Nevada do\nnot provide guidance on resolving conflicts in the event of a conflict with another corporate governance regime. If we cannot resolve\nany conflicts of interest or disputes between us and the shareholders of our consolidated VIEs, we would have to rely on legal proceedings,\nwhich could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.\n\n \n\n**If\nthe custodians or authorized users of our controlling intangible assets, including chops and seals, fail to fulfill their responsibilities,\nmisappropriate or misuse these assets, our business and operations may be materially and adversely affected.**\n\n \n\nUnder\nChinese Mainland law, legal documents for corporate transactions, including agreements and contracts such as the leases and sales contracts\nthat our business relies on, are executed using the chop or seal of the signing entity or with the signature of a legal representative\nwhose designation is registered and filed with the relevant local branch of the SAIC. The subsidiaries and consolidated VIEs generally\nexecute legal documents by affixing chops or seals, rather than having the designated legal representatives sign the documents.\n\n \n\nThe\nsubsidiaries and consolidated VIEs have three major types of chops—corporate chops, contract chops and finance chops. The subsidiaries\nand consolidated VIEs use corporate chops generally for documents to be submitted to government agencies, such as applications for changing\nbusiness scope, directors or company name, and for legal letters. The subsidiaries and consolidated VIEs use contract chops for executing\nleases and commercial contracts. The subsidiaries and consolidated VIEs use finance chops generally for making and collecting payments,\nincluding issuing invoices. Generally all contracts are required to undergo review and obtain approval from the legal department prior\nto being officially sealed and executed. Use of corporate chops and contract chops must be approved by the administrative department,\nand use of finance chops must be approved by the finance department. The chops of our subsidiaries and consolidated VIEs are generally\nheld by the relevant entities so that documents can be executed locally. Although our subsidiaries and consolidated VIEs usually utilize\nchops to execute contracts, the registered legal representatives of our subsidiaries and consolidated VIEs have the apparent authority\nto enter into contracts on behalf of such entities without chops, unless such contracts set forth otherwise.\n\n \n\nIn\norder to maintain the physical security of our chops, our subsidiaries and consolidated VIEs generally have them stored in secured locations\naccessible only to the designated key employees of our administrative or finance departments. The designated legal representatives generally\ndo not have access to the chops. Although our subsidiaries and consolidated VIEs have approval procedures in place and mechanisms to\nmonitor key employees, including the designated legal representatives of our subsidiaries and consolidated VIEs, the procedures may not\nbe sufficient to prevent all instances of abuse or negligence. There is a risk that our key employees or designated legal representatives\ncould abuse their authority, for example, by binding our subsidiaries and consolidated VIEs with contracts against our interests, as\nour subsidiaries and consolidated VIEs would be obligated to honor these contracts if the other contracting party acts in good faith\nin reliance on the apparent authority of our chops or signatures of the legal representatives. If any designated legal representative\nobtains misappropriates the chop in an effort to obtain control over the relevant entity, we would need to have a shareholder or board\nresolution to designate a new legal representative and to take legal actions to seek the return of the chop, apply for a new chop with\nthe relevant authorities, or otherwise seek legal remedies for the legal representative’s misconduct. If any of the designated\nlegal representatives obtains, misuses or misappropriates our chops and seals or other controlling intangible assets for whatever reason,\nwe could experience disruption to our normal business operations. We may have to take corporate or legal action, which could involve\nsignificant time and resources expenses while distracting management from our operations, and our business and operations may be materially\nand adversely affected.\n\n \n\n24\n\n \n\n** **\n\n**The\nbusiness of our subsidiaries and consolidated VIEs may be significantly affected by the newly enacted PRC Foreign Investment Law, and\nits enactment may materially and adversely affect our business and financial condition.**\n\n \n\nOn\nMarch 15, 2019, the National People’s Congress promulgated the PRC Foreign Investment Law, which took effect on January 1, 2020\nand replaced the existing laws regulating foreign investment in Chinese Mainland, namely, the PRC Equity Joint Venture Law, the PRC Cooperative\nJoint Venture Law and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations. Meanwhile,\nthe Regulations for the Implementation of the Foreign Investment Law, or the FIL Implementations, came into effect on January 1, 2020,\nwhich clarified and elaborated the relevant provisions of the Foreign Investment Law.\n\n \n\nSince\nthe Foreign Investment Law and the FIL Implementations are newly enacted, there is still uncertainties in relation to its interpretation\nand implementation. The PRC Foreign Investment Law have revised the definition of “foreign investment” and removed all references\nto the definitions of “actual control” or “variable interest entity structure” under the 2015 Draft Foreign Investment\nLaw. Instead, the PRC Foreign Investment Law stipulates that foreign investment includes “*foreign investors invest in China\nthrough other methods under laws, administrative regulations, or provisions prescribed by the State Council* “. Therefore, there\nare still possibilities that future laws, administrative regulations or provisions of the State Council may deem contractual arrangements\nas a way of foreign investment. There can be no assurance that our contractual arrangements will not be deemed to be in violation of\nthe market access requirements for foreign investment under the Chinese Mainland laws and regulations. Once an entity falls within the\ndefinition of foreign investment entity, it may be subject to foreign investment “restrictions” or “prohibitions”\nset forth in a “negative list” to be separately issued by the State Council later. If a foreign investment entity proposes\nto conduct business in an industry subject to foreign investment “restrictions” in the “negative list,” it must\ngo through a pre-approval process.\n\n \n\nThe\nmost updated negative list, issued on December 27, 2021 and became effective on January 1, 2022, stipulates that any Chinese Mainland\ndomestic enterprise engaging in the fields prohibited by the negative list shall obtain the consent of the relevant competent Chinese\nMainland authorities for overseas listing, and the foreign investors shall not participate in the operation and management of such enterprise,\nand the shareholding percentage of the foreign investors in such enterprise shall be subject to the relevant administrative provisions\nof Chinese Mainland domestic securities investment by foreign investors. Such negative list does not further elaborate whether existing\noverseas listed enterprise will be subject to such requirements. The staff of the NDRC addressed in an interview on December 27, 2021\nthat certain existing overseas listed enterprises whose foreign investors’ shareholding percentage exceed the aforementioned threshold\nare not required to make adjustment or deduction. If any of the businesses that our subsidiaries and consolidated VIEs operate were in\nthe “restricted” category on the “negative list,” and the enacted version of the PRC Foreign Investment Law and\nthe final “negative list” mandate further actions to be taken by us, such as a pre-approval process, there is no assurance\nthat our subsidiaries and consolidated VIEs can obtain such pre-approval on a timely basis, or at all. Such determination would materially\nand adversely affect the value of our securities, and such further actions required to be taken by us under the newly enacted PRC Foreign\nInvestment Law may materially and adversely affect our business and financial condition. Furthermore, if future laws, administrative\nregulations or provisions mandate further actions to be taken by companies with respect to existing contractual arrangements, our subsidiaries\nand consolidated VIEs may face substantial uncertainties as to whether our subsidiaries and consolidated VIEs can complete such actions\nin a timely manner, or at all.\n\n \n\n25\n\n \n\n \n\nIn\naddition, the PRC Foreign Investment Law provides a five-year period for the existing foreign invested enterprises established according\nto the existing laws regulating foreign investment to maintain their structure and corporate governance after the implementation of the\nPRC Foreign Investment Law. Thus our subsidiaries and consolidated VIEs may be required to adjust the structure and corporate governance\nof certain of our Chinese Mainland entities after the expiration of such period. Failure to take timely and appropriate measures to cope\nwith any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure,\ncorporate governance and business operations.\n\n \n\n**Contractual\narrangements in relation to our variable interest entities, may be subject to scrutiny by the Chinese Mainland tax authorities and they\nmay determine that we, or our variable interest entities and their subsidiaries, owe additional taxes, which could negatively affect\nour financial condition and the value of your investment.**\n\n \n\nUnder\napplicable Chinese Mainland laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge\nby the Chinese Mainland tax authorities. The Chinese Mainland enterprise income tax law and regulations require enterprises that conduct\nrelated party transactions to prepare transfer pricing documentations to demonstrate the basis of determining the price, the computation\nmethodology and detailed explanations. The tax authorities may impose reasonable adjustments on taxation if they have identified any\nrelated party transactions that are inconsistent with arm’s length principles after they conducted tax inspection. We may face\nmaterial and adverse tax consequences if the Chinese Mainland tax authorities determine that the contractual arrangements among our Chinese\nMainland subsidiaries, our variable interest entities and their shareholders were not entered into on an arm’s length basis in\nsuch a way as to result in an impermissible reduction in taxes under applicable Chinese Mainland laws, regulations and rules, and adjust\nincome of our variable interest entities in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other\nthings, result in a reduction of expense deductions recorded by our variable interest entities for Chinese Mainland tax purposes, which\ncould in turn increase their tax liabilities without reducing the tax expenses of our Chinese Mainland subsidiaries. Please see Note\n14 “Income taxes” to our audited consolidated financial statements. In addition, if a Chinese Mainland subsidiary requests\nthe shareholders of our variable interest entities to transfer their equity interests at nominal or no value pursuant to these contractual\narrangements, such transfer could be viewed as a gift and subject the Chinese Mainland subsidiary to Chinese Mainland income tax. Furthermore,\nthe Chinese Mainland tax authorities may impose late payment fees and other penalties on our variable interest entities for the adjusted\nbut unpaid taxes according to the applicable regulations. Our financial position could be materially adversely affected if our variable\ninterest entities’ tax liabilities increase or if they are required to pay late payment fees and other penalties.\n\n \n\n**Risks\nRelating to Doing Business in China**\n\n \n\n**Changes\nin the political and economic policies of the Chinese Mainland government may materially and adversely affect our business, financial\ncondition and results of operations and may result in our inability to sustain our growth and expansion strategies.**\n\n \n\nSubstantially\nall of our operations are conducted in the Chinese Mainland and all of our revenue is sourced from the Chinese Mainland. Accordingly,\nour financial condition and results of operations are affected to a significant extent by economic, political and legal developments\nin the Chinese Mainland.\n\n \n\nThe\nChinese Mainland economy differs from the economies of most developed countries in many respects, including the extent of government\ninvolvement, level of development, growth rate, and control of foreign exchange and allocation of resources. Although the Chinese Mainland\ngovernment has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership\nof productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive\nassets in Chinese Mainland is still owned by the government. In addition, the Chinese Mainland government continues to play a significant\nrole in regulating industry development by imposing industrial policies. The Chinese Mainland government also exercises significant control\nover Chinese Mainland’s economic growth by allocating resources, controlling payment of foreign currency-denominated obligations,\nsetting monetary policy, regulating financial services and institutions and providing preferential treatment to particular industries\nor companies.\n\n \n\n26\n\n \n\n \n\nWhile\nthe Chinese Mainland economy has experienced significant growth in the past three decades, growth has been uneven, both geographically\nand among various sectors of the economy. The Chinese Mainland government has implemented various measures to encourage economic growth\nand to guide the allocation of resources. Some of these measures may benefit the overall Chinese Mainland economy, but may also have\na negative effect on us. Our financial condition and results of operations could be materially and adversely affected by government control\nover capital investments or changes in tax regulations that are applicable to us. In addition, the Chinese Mainland government has implemented\nin the past certain measures to control the pace of economic growth. These measures may cause decreased economic activity, which in turn\ncould lead to a reduction in demand for our services and consequently have a material adverse effect on our businesses, financial condition\nand results of operations.\n\n \n\n**Uncertainties\nregarding the Chinese Mainland legal system, including the enforcement of laws and sudden regulatory changes, could adversely affect\nus and limit legal protections available to you and us.**\n\n \n\nOur\noperating subsidiaries are incorporated under and governed by the laws of the Chinese Mainland. The Chinese Mainland legal system is\nbased on written statutes with prior court decisions having limited precedential value. Since a significant part of our business is conducted\nin Chinese Mainland, our operations are principally governed by Chinese Mainland laws and regulations. However, the Chinese Mainland\nlegal system continues to evolve rapidly, and the interpretations of many laws, regulations and rules are not always uniform. Enforcement\ninvolves uncertainties that may limit legal protections available to us, and evolving laws could impede our ability to obtain or maintain\npermits or licenses required to conduct business in Chinese Mainland, which could result in material sanctions or penalties. Additionally,\nsome regulatory requirements may not be consistently applied by government authorities, making strict compliance impractical or impossible\nin some circumstances. The Chinese Mainland legal system is also based in part on government policies and internal rules, some of which\nare not published timely or at all and may have retroactive effect. As a result, we may not be aware of violations until sometime after\nthey occur. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual\nproperty) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.\n\n \n\nFurthermore,\nif Chinese Mainland adopts more stringent standards with respect to corporate social responsibilities or financial regulations, we may\nincur increased compliance costs or become subject to additional restrictions. Intellectual property rights and confidentiality protections\nin Chinese Mainland may not be as effective as in the United States or other countries. We cannot predict the effects of future developments\nin the Chinese Mainland legal system on our business operations, including the promulgation of new laws, changes to existing laws, or\nchanges in interpretation or enforcement. These uncertainties could limit the legal protections available to us and our investors, and\nany litigation in Chinese Mainland may be protracted and result in substantial costs and diversion of resources.\n\n \n\nThe\nChinese Mainland government has significant oversight and discretion over the conduct of our business and may intervene or influence\nour operations as it deems appropriate. The Chinese Mainland government has recently published new policies significantly affecting certain\nindustries, and we cannot rule out future regulations or policies that could adversely affect our business, financial condition and results\nof operations. Furthermore, the Chinese Mainland government has indicated an intent to exert more oversight and control over securities\nofferings and capital markets activities conducted overseas and foreign investment in Chinese Mainland-based companies. On July 6, 2021,\nthe State Council issued the Opinions on Lawfully and Severely Combating Illegal Securities Activities to strengthen cross-border supervision.\nOn February 17, 2023, the CSRC promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic\nCompanies, or the Trial Measures, and five supporting guidelines, effective March 31, 2023. The Trial Measures require Chinese companies\nseeking to offer and list securities overseas to complete filing procedures with the CSRC, and prohibit such offerings under certain\ncircumstances, including where they may endanger national security, involve corruption or ongoing criminal investigations, or involve\nmaterial ownership disputes. The Trial Measures apply to indirect overseas offerings by Chinese Mainland domestic companies where (i)\n50% or more of the issuer’s operating revenue, total profit, total assets or net assets is accounted for by Chinese Mainland domestic\ncompanies, and (ii) the main parts of the issuer’s business activities are conducted in, or main places of business are located\nin, Chinese Mainland, or the majority of senior management are Chinese Mainland citizens or have their usual place of residence in Chinese\nMainland. Our Shares are currently traded on the OTC Markets, which does not require registration with the CSRC under the Trial Measures.\nThe Trial Measures apply to companies listing on stock exchanges such as NASDAQ or NYSE. If we were to pursue a listing on such an exchange,\nwe would communicate with the CSRC and initiate filing procedures as required. However, given the Trial Measures were recently promulgated,\nthere are substantial uncertainties as to implementation and interpretation. If we fail to complete any required filings in a timely\nmanner or at all, our ability to raise or utilize funds and our operations could be materially and adversely affected. On February 24,\n2023, the CSRC, Ministry of Finance, National Administration of State Secrets Protection and National Archives Administration of China\npromulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by\nDomestic Companies, or the Archives Rules, effective March 31, 2023. The Archives Rules require Chinese Mainland domestic companies seeking\noverseas offerings to strictly abide by applicable laws, enhance state secrets awareness, institute sound confidentiality and archives\nsystems, and take necessary measures to fulfill these obligations. Companies must obtain approval before publicly disclosing documents\ncontaining state secrets or working secrets of government agencies.\n\n \n\n27\n\n \n\n \n\nAdditionally,\nChinese Mainland domestic companies must fulfill relevant procedures before publicly disclosing documents that, if leaked, would be detrimental\nto national security or public interest, and must comply with applicable regulations when providing accounting archives to securities\ncompanies, service providers, overseas regulators, or individuals. Given the Archives Rules were recently promulgated, there are substantial\nuncertainties as to their implementation and interpretation. We cannot predict the impact of the Trial Measures and Archives Rules on\nus, including on the maintenance of our listing status or any future securities offerings. Any failure to fully comply with these regulatory\nrequirements may significantly limit or completely hinder our ability to offer our Shares, cause significant disruption to our business\noperations, damage our reputation, materially and adversely affect our financial condition and results of operations, and cause our Shares\nto significantly decline in value or become worthless. Substantially all of our operations are conducted in Chinese Mainland and are\ngoverned by Chinese Mainland laws. Our Chinese Mainland subsidiaries and VIEs are subject to laws applicable to foreign investment in\nChinese Mainland. Any intervention in or influence on our business operations, or action to exert more oversight and control over securities\nofferings and capital markets activities, once taken by the Chinese Mainland government, could adversely affect our business, financial\ncondition and results of operations and the value of our securities, or significantly limit or completely hinder our ability to offer\nor continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless.\n\n \n\n**You\nmay experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Chinese Mainland\nagainst us or our management named in the Annual Report based on foreign laws.**\n\n \n\nWe\nare a company incorporated under the laws of the Nevada, and conduct substantially all of our operations in Chinese Mainland. Substantially\nall of our assets are located in Chinese Mainland. In addition, all our senior executive officers reside within Chinese Mainland for\na significant portion of the time and most are Chinese Mainland nationals. As a result, it may be difficult for our shareholders to effect\nservice of process upon us or those persons inside Chinese Mainland. In addition, Chinese Mainland does not have treaties providing for\nthe reciprocal recognition and enforcement of judgments of courts with the Nevada and many other countries and regions. Therefore, recognition\nand enforcement in Chinese Mainland of judgments of a court in any of these non-Chinese Mainland jurisdictions in relation to any matter\nnot subject to a binding arbitration provision may be difficult or impossible.\n\n \n\nShareholder\nclaims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue\nas a matter of law or practicality in Chinese Mainland. For example, in Chinese Mainland, there are significant legal and other obstacles\nto obtaining information needed for shareholder investigations or litigation outside Chinese Mainland or otherwise with respect to foreign\nentities. Although the local authorities in Chinese Mainland may establish a regulatory cooperation mechanism with the securities regulatory\nauthorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the\nsecurities regulatory authorities in the Unities States have not been efficient in the absence of mutual and practical cooperation mechanism.\nNo organization or individual may provide the documents and materials relating to securities business activities to overseas parties\narbitrarily without the consent of the competent securities regulatory authority in Chinese Mainland according to the PRC Securities\nLaw. See also “You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts\nmay be limited, because we are incorporated under Nevada law” for risks associated with investing in us as a Nevada company.\n\n \n\nAccording\nto Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly\nconduct investigation or evidence collection activities within the territory of the Chinese Mainland. Accordingly, without the consent\nof the competent Chinese Mainland securities regulators and relevant authorities, no organization or individual may provide the documents\nand materials relating to securities business activities to overseas parties.\n\n \n\n28\n\n \n\n** **\n\n**Chinese\nMainland regulations relating to investments in offshore companies by Chinese Mainland residents may subject our Chinese Mainland-resident\nbeneficial owners or our Chinese Mainland subsidiary to liability or penalties, limit our ability to inject capital into our Chinese\nMainland subsidiary or limit our Chinese Mainland subsidiary’s ability to increase their registered capital or distribute profits.**\n\n \n\nThe\nSAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment\nand Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the former\ncircular commonly known as “SAFE Circular 75” promulgated by the SAFE on October 21, 2005. SAFE Circular 37 requires Chinese\nMainland residents to register with local branches of the SAFE in connection with their direct establishment or indirect control of an\noffshore entity, for the purpose of overseas investment and financing, with such Chinese Mainland residents’ legally owned assets\nor equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose\nvehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect\nto the special purpose vehicle, such as increase or decrease of capital contributed by Chinese Mainland individuals, share transfer or\nexchange, merger, division or other material event. In the event that a Chinese Mainland shareholder holding interests in a special purpose\nvehicle fails to fulfill the required SAFE registration, the Chinese Mainland subsidiaries of that special purpose vehicle may be prohibited\nfrom making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and\nthe special purpose vehicle may be restricted in its ability to contribute additional capital into its Chinese Mainland subsidiary. Moreover,\nfailure to comply with the various SAFE registration requirements described above could result in liability under Chinese Mainland law\nfor evasion of foreign exchange controls. According to the Notice on Further Simplifying and Improving Policies for the Foreign Exchange\nAdministration of Direct Investment released on February 13, 2015 and amended on June 1, 2015 by the SAFE, local banks will examine and\nhandle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment\nregistration, under SAFE Circular 37 from June 1, 2015.\n\n \n\nWe\nhave notified substantial beneficial owners of ordinary shares who we know are Chinese Mainland residents of their filing obligations.\nNevertheless, we may not be aware of the identities of all of our beneficial owners who are Chinese Mainland residents. We do not have\ncontrol over our beneficial owners and there can be no assurance that all of our Chinese Mainland-resident beneficial owners will comply\nwith SAFE Circular 37 and subsequent implementation rules, and there is no assurance that the registration under SAFE Circular 37 and\nany amendment will be completed in a timely manner, or will be completed at all. The failure of our beneficial owners who are Chinese\nMainland residents to register or amend their foreign exchange registrations in a timely manner pursuant to SAFE Circular 37 and subsequent\nimplementation rules, or the failure of future beneficial owners of the Company who are Chinese Mainland residents to comply with the\nregistration procedures set forth in SAFE Circular 37 and subsequent implementation rules, may subject such beneficial owners or our\nChinese Mainland subsidiary to fines and legal sanctions. Such failure to register or comply with relevant requirements may also limit\nour ability to contribute additional capital to our Chinese Mainland subsidiary and limit our Chinese Mainland subsidiary’s ability\nto distribute dividends to the Company. These risks may have a material adverse effect on our business, financial condition and results\nof operations.\n\n \n\n**Chinese\nMainland regulation of loans to, and direct investment in, Chinese Mainland entities by offshore holding companies and governmental control\nof currency conversion may restrict or prevent us from using the proceeds of our overseas offering to make loans to our PRC Subsidiaries\nand our consolidated VIEs, or to make additional capital contributions to our PRC Subsidiaries.**\n\n \n\nIn\nutilizing the proceeds of our overseas offering, we, as an offshore holding company, are permitted under Chinese Mainland laws and regulations\nto provide funding to our Chinese Mainland subsidiary, which are treated as foreign-invested enterprises under Chinese Mainland laws,\nthrough loans or capital contributions. However, loans by us to our Chinese Mainland subsidiaries to finance their activities cannot\nexceed statutory limits and must be registered with the local counterpart of SAFE and capital contributions to our Chinese Mainland subsidiary\nare subject to the requirement of making necessary filings in the Foreign Investment Comprehensive Management Information System, and\nregistration with other governmental authorities in Chinese Mainland.\n\n \n\n29\n\n \n\n \n\nSAFE\npromulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement\nof Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015 and amended on March 23, 2023, in replacement of\nthe Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign\nCurrency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, the Notice from the State Administration of Foreign Exchange\non Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, or Circular 59, and the Circular on Further\nClarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses, or Circular\n45. According to Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a\nforeign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of\ninter-enterprise loans or the repayment of bank loans that have been transferred to a third party. Although Circular 19 allows RMB capital\nconverted from foreign currency-denominated registered capital of a foreign invested enterprise to be used for equity investments within\nthe Chinese Mainland, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested\ncompany may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such\ncapital to be used for equity investments in the Chinese Mainland in actual practice. SAFE promulgated the Notice of the State Administration\nof Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or Circular\n16, effective on June 9, 2016 and amended on December 4, 2023, which reiterates some of the rules set forth in Circular 19, but changes\nthe prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company\nto issue RMB entrusted loans to a prohibition against using such capital to grant loans to non-associated enterprises. Violations of\nSAFE Circular 19 and Circular 16 could result in administrative penalties. Circular 19 and Circular 16 may significantly limit our ability\nto transfer any foreign currency we hold, including the net proceeds from our initial public offering, to our Chinese Mainland subsidiary,\nwhich may adversely affect our liquidity and our ability to fund and expand our business in the Chinese Mainland.\n\n \n\nDue\nto the restrictions imposed on loans in foreign currencies extended to any Chinese Mainland domestic companies, we are not likely to\nmake such loans to any of our consolidated VIEs and their subsidiaries, each a Chinese Mainland domestic company. Meanwhile, we are not\nlikely to finance the activities of our consolidated VIEs and their subsidiaries by means of capital contributions given the restrictions\non foreign investment in the businesses that are currently conducted by our consolidated VIEs and their subsidiaries.\n\n \n\nIn\nlight of the various requirements imposed by Chinese Mainland regulations on loans to, and direct investment in, Chinese Mainland entities\nby offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain\nthe necessary government approvals on a timely basis, if at all, with respect to future loans to our Chinese Mainland subsidiary or any\nconsolidated variable interest entity or future capital contributions by us to our Chinese Mainland subsidiary. As a result, uncertainties\nexist as to our ability to provide prompt financial support to our Chinese Mainland subsidiary or consolidated VIEs and their subsidiaries\nwhen needed. If we fail to complete such registrations or obtain such approvals, our ability to use foreign currency, including the proceeds\nwe received from our initial public offering, and to capitalize or otherwise fund our Chinese Mainland operations may be negatively affected,\nwhich could materially and adversely affect our liquidity and our ability to fund and expand our business.\n\n \n\n**Any\nfailure to comply with Chinese Mainland regulations regarding employee share incentive plans may subject the Chinese Mainland plan participants\nor us to fines and other legal or administrative sanctions.**\n\n \n\nIn\nFebruary 2012, SAFE promulgated the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating\nin Stock Incentive Plan of Overseas Publicly Listed Company, according to which, employees, directors, supervisors and other management\nmembers who are Chinese Mainland residents and non-Chinese Mainland citizens who reside in Chinese Mainland for a continuous period of\nnot less than one year participating in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions,\nare required to register with SAFE through a domestic qualified agent, which could be a Chinese Mainland subsidiary of such overseas\nlisted company, and complete certain other procedures. Failure to complete the SAFE registrations may subject them to fines and legal\nsanctions and may also limit the ability to make payment under our share incentive plans or receive dividends or sales proceeds related\nthereto, or our ability to contribute additional capital into our wholly-foreign owned enterprises in Chinese Mainland and limit our\nwholly-foreign owned enterprises’ ability to distribute dividends to us. We also face regulatory uncertainties that could restrict\nour ability to adopt additional share incentive plans for our directors and employees under Chinese Mainland law. As of the date of this\nAnnual Report, we have not adopted a share incentive plan.\n\n \n\n30\n\n \n\n \n\nIn\naddition, the State Administration of Taxation, or the SAT, has issued certain circulars concerning employee share options and restricted\nshares. Under these circulars, our employees working in Chinese Mainland who exercise share options or are granted restricted shares\nwill be subject to Chinese Mainland individual income tax. Our Chinese Mainland subsidiary has obligations to file documents related\nto employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees\nwho exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and\nregulations, we may face sanctions imposed by the tax authorities or other Chinese Mainland government authorities.\n\n \n\n**We\nrely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore\ncash and financing requirements.**\n\n \n\nWe\nare a holding company and rely to a significant extent on dividends and other distributions on equity paid by our principal operating\nsubsidiaries, including our wholly-owned Chinese Mainland subsidiaries and the subsidiaries of the VIEs and on remittances from the consolidated\nVIEs, for our offshore cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to\nour shareholders, fund intercompany loans, service any debt we may incur outside of Chinese Mainland and pay our expenses. When our principal\noperating subsidiaries or the consolidated VIEs incur additional debt, the instruments governing the debt may restrict their ability\nto pay dividends or make other distributions or remittances to us. Furthermore, the laws, rules and regulations applicable to our Chinese\nMainland subsidiary and certain other subsidiaries permit payments of dividends only from part of their retained earnings, if any, determined\nin accordance with applicable Chinese Mainland accounting standards and regulations.\n\n \n\nUnder\nChinese Mainland laws, rules and regulations, each of our subsidiaries incorporated in Chinese Mainland is required to set aside at least\n10% of its net income each year to fund certain statutory reserves until the cumulative amount of such reserves reaches 50% of its registered\ncapital. These reserves, together with the registered capital, are not included in the retained earnings distributable as cash dividends.\nFurthermore, under Chinese Mainland law, our wholly-owned Chinese Mainland subsidiary, which is a wholly foreign-owned enterprise under\nChinese Mainland law, cannot distribute any profits until all of its losses from prior fiscal years have been offset. In accordance with\nthe articles of association of our wholly-owned Chinese Mainland subsidiary, profit distributions also need to be approved by its executive\ndirectors and shareholders before any distribution plan becomes effective. As a result, our subsidiaries incorporated in Chinese Mainland\nare restricted in their ability to transfer a portion of their respective net assets to their shareholders as dividends, loans or advances.\nIn addition, registered share capital and statutory reserve accounts are also restricted from withdrawal in the Chinese Mainland, up\nto the amount of net assets held in each operating subsidiary.\n\n \n\n**Limitations\non the ability of our consolidated VIEs to make remittance to the wholly-foreign owned enterprise and on the ability of our subsidiaries\nto pay dividends to us could limit our ability to access cash generated by the operations of those entities, including to make investments\nor acquisitions that could be beneficial to our businesses, pay dividends to our shareholders or otherwise fund and conduct our business.\nWe may be treated as a resident enterprise for Chinese Mainland tax purposes under the Chinese Mainland Enterprise Income Tax Law, and\nwe may therefore be subject to Chinese Mainland income tax on our global income.**\n\n \n\nUnder\nthe Chinese Mainland Enterprise Income Tax Law and its implementing rules, enterprises established under the laws of jurisdictions outside\nof Chinese Mainland with “de facto management bodies” located in Chinese Mainland may be considered Chinese Mainland tax\nresident enterprises for tax purposes and may be subject to the Chinese Mainland enterprise income tax at the rate of 25% on their global\nincome. “De facto management body” refers to a managing body that exercises substantive and overall management and control\nover the production, personnel, accounting books and assets of an enterprise. The State Administration of Taxation issued the Notice\nRegarding the Determination of Chinese- Controlled Offshore-Incorporated Enterprises as Chinese Mainland Tax Resident Enterprises on\nthe Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009, and amended on December 29, 2017. Circular 82 provides certain\nspecific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise\nis located in Chinese Mainland. Although Circular 82 only applies to offshore enterprises controlled by Chinese Mainland enterprises,\nnot those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 may reflect the State Administration\nof Taxation’s general position on how the “de facto management body” test should be applied in determining the tax\nresident status of offshore enterprises, regardless of whether they are controlled by Chinese Mainland enterprises. If we were to be\nconsidered a Chinese Mainland resident enterprise, we would be subject to Chinese Mainland enterprise income tax at the rate of 25% on\nour global income. In such case, our profitability and cash flow may be materially reduced as a result of our global income being taxed\nunder the Enterprise Income Tax Law. We believe that none of our entities outside of Chinese Mainland is a Chinese Mainland resident\nenterprise for Chinese Mainland tax purposes. However, the tax resident status of an enterprise is subject to determination by the Chinese\nMainland tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.”\n\n \n\n31\n\n \n\n** **\n\n**Dividends\npaid to our foreign investors and gains on the sale of our securities by our foreign investors may be subject to Chinese Mainland tax.**\n\n \n\nUnder\nthe Enterprise Income Tax Law and its implementation regulations issued by the State Council, a 10% Chinese Mainland withholding tax\nis applicable to dividends paid to investors that are non-resident enterprises, which do not have an establishment or place of business\nin the Chinese Mainland or which have such establishment or place of business but the dividends are not effectively connected with such\nestablishment or place of business, to the extent such dividends are derived from sources within the Chinese Mainland. In addition, any\ngain realized on the transfer of shares by such investors is also subject to Chinese Mainland tax at a rate of 10%, if such gain is regarded\nas income derived from sources within the Chinese Mainland. If we are deemed a Chinese Mainland resident enterprise, dividends paid on\nour securities, and any gain realized from the transfer of our securities, may be treated as income derived from sources within the Chinese\nMainland and may as a result be subject to Chinese Mainland taxation. Furthermore, if we are deemed a Chinese Mainland resident enterprise,\ndividends paid to individual investors who are non-Chinese Mainland residents and any gain realized on the transfer of securities by\nsuch investors may be subject to Chinese Mainland tax at a current rate of 20% (which in the case of dividends may be withheld at source).\nAny Chinese Mainland tax liability may be reduced under applicable tax treaties or tax arrangements between Chinese Mainland and other\njurisdictions. If we or any of our subsidiaries established outside Chinese Mainland are considered a Chinese Mainland resident enterprise,\nit is unclear whether holders of our securities would be able to claim the benefit of income tax treaties or agreements entered into\nbetween Chinese Mainland and other countries or areas. If dividends paid to our non-Chinese Mainland investors, or gains from the transfer\nof our securities by such investors, are deemed as income derived from sources within the Chinese Mainland and thus are subject to Chinese\nMainland tax, the value of your investment in our securities may decline significantly.\n\n \n\n**We\nand our existing shareholders face uncertainties with respect to indirect transfers of equity interests in Chinese Mainland resident\nenterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in Chinese\nMainland owned by non-Chinese companies.**\n\n \n\nIn\nOctober 2017, the State Administration of Taxation issued the Bulletin on Issues Concerning the Withholding of Non-Chinese Mainland Resident\nEnterprise Income Tax at Source, or Bulletin 37, which replaced the Notice on Strengthening Administration of Enterprise Income Tax for\nShare Transfers by Non-Chinese Mainland Resident Enterprises, or Circular 698, issued by the State Administration of Taxation, on December\n10, 2009, and partially replaced and supplemented rules under the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of\nAssets by Non-Chinese Mainland Resident Enterprises or Bulletin 7, issued by the State Administration of Taxation, on February 3, 2015\nand amended in December 2017. Pursuant to Bulletin 7, an “indirect transfer” of Chinese Mainland assets, including a transfer\nof equity interests in an unlisted non-Chinese Mainland holding company of a Chinese Mainland resident enterprise, by non-Chinese Mainland\nresident enterprises may be re-characterized and treated as a direct transfer of the underlying Chinese Mainland assets, if such arrangement\ndoes not have a reasonable commercial purpose and was established for the purpose of avoiding payment of Chinese Mainland enterprise\nincome tax. As a result, gains derived from such indirect transfer may be subject to Chinese Mainland enterprise income tax. According\nto Bulletin 7, “Chinese Mainland taxable assets” include assets attributed to an establishment in Chinese Mainland, immovable\nproperties located in Chinese Mainland, and equity investments in Chinese Mainland resident enterprises and any gains from the transfer\nof such asset by a direct holder, who is a non-Chinese Mainland resident enterprise, would be subject to Chinese Mainland enterprise\nincome taxes. When determining whether there is a “reasonable commercial purpose” of the transaction arrangement, features\nto be taken into consideration include: whether the main value of the equity interest of the relevant offshore enterprise derives from\nChinese Mainland taxable assets; whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment\nin Chinese Mainland or if its income mainly derives from Chinese Mainland; whether the offshore enterprise and its subsidiaries directly\nor indirectly holding Chinese Mainland taxable assets have real commercial nature which is evidenced by their actual function and risk\nexposure; the duration of existence of the business model and organizational structure; the replicability of the transaction by direct\ntransfer of Chinese Mainland taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements.\nIn the case of an indirect offshore transfer of assets of a Chinese Mainland establishment, the resulting gain is to be included with\nthe enterprise income tax filing of the Chinese Mainland establishment or place of business being transferred, and may consequently be\nsubject to Chinese Mainland enterprise income tax at a rate of 25%. Where the underlying transfer relates to immovable properties located\nin Chinese Mainland or to equity investments in a Chinese Mainland resident enterprise, which is not related to a Chinese Mainland establishment\nor place of business of a non-resident enterprise, a Chinese Mainland enterprise income tax of 10% would apply, subject to available\npreferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer\npayments has the withholding obligation. Pursuant to Bulletin 37, the withholding agent shall declare and pay the withheld tax to the\ncompetent tax authority in the place where such withholding agent is located within 7 days from the date of occurrence of the withholding\nobligation, while the transferor is required to declare and pay such tax to the competent tax authority within the statutory time limit\naccording to Bulletin 7. Late payment of applicable tax will subject the transferor to default interest. Both Bulletin 37 and Bulletin\n7 do not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a\ntransaction through a public stock exchange.\n\n \n\n32\n\n \n\n \n\nThere\nis uncertainty as to the application of Bulletin 37 or previous rules under Bulletin 7. We face uncertainties as to the reporting and\nother implications of certain past and future transactions where Chinese Mainland taxable assets are involved, such as offshore restructuring,\nsale of the shares in our offshore subsidiaries or investments. The Company may be subject to filing obligations or taxes if the Company\nis transferor in such transactions, and may be subject to withholding obligations if the Company is transferee in such transactions,\nunder Bulletin 37 and Bulletin 7. For transfer of shares in the Company by investors that are non-Chinese Mainland resident enterprises,\nour Chinese Mainland subsidiary may be requested to assist in the filing under Bulletin 37 and Bulletin 7. As a result, we may be required\nto expend valuable resources to comply with Bulletin 37 and Bulletin 7 or to request the relevant transferors from whom we purchase taxable\nassets to comply with these circulars, or to establish that the Company should not be taxed under these circulars, which may have a material\nadverse effect on our financial condition and results of operations.\n\n \n\n**We\nare subject to restrictions on currency exchange.**\n\n \n\nThe\nnet income of the VIEs is denominated in Renminbi. The Renminbi is currently convertible under the “current account,” which\nincludes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes\nforeign direct investment and loans, including loans we may secure from our onshore subsidiary or consolidated VIEs. Currently, certain\nof our Chinese Mainland subsidiary, may purchase foreign currency for settlement of “current account transactions,” including\npayment of dividends to us, without the approval of the SAFE by complying with certain procedural requirements. However, the relevant\nChinese Mainland governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current\naccount transactions. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from,\nor registration with, the SAFE and other relevant Chinese Mainland governmental authorities. Since a significant amount of our future\nnet income and cash flow will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability\nto utilize cash generated in Renminbi to fund our business activities outside of the Chinese Mainland or pay dividends in foreign currencies\nto our shareholders, including holders of our securities, and may limit our ability to obtain foreign currency through debt or equity\nfinancing for our subsidiaries and consolidated VIEs.\n\n \n\n**Fluctuations\nin exchange rates could result in foreign currency exchange losses and could materially reduce the value of your investment.**\n\n \n\nThe\nvalue of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political\nand economic conditions and the foreign exchange policy adopted by the Chinese Mainland government. The Renminbi has fluctuated against\nthe U.S. dollar, at times significantly and unpredictably. The value of Renminbi against the U.S. dollar and other currencies is affected\nby changes in Chinese Mainland’s political and economic conditions and by Chinese Mainland’s foreign exchange policies, among\nother things. We cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in\nthe future. It is difficult to predict how market forces or Chinese Mainland or U.S. government policy may impact the exchange rate between\nRenminbi and the U.S. dollar in the future.\n\n \n\n33\n\n \n\n \n\nAll\nof our revenue and substantially all of our costs are denominated in Renminbi. We are a holding company and we rely on dividends paid\nby our operating subsidiaries in Chinese Mainland for our cash needs. Any significant revaluation of Renminbi may materially and adversely\naffect our results of operations and financial position reported in Renminbi when translated into U.S. dollars, and the value of, and\nany dividends payable on, the securities in U.S. dollars. To the extent that we need to convert U.S. dollars we receive from our initial\npublic offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on\nthe Renminbi amount we would receive. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments\nfor dividends on our ordinary shares or securities or for other business purposes, appreciation of the U.S. dollar against the Renminbi\nwould have a negative effect on the U.S. dollar amount.\n\n \n\n**Our\nsecurities may be prohibited from trading in the United States under the HFCA Act in the future if the PCAOB is unable to inspect or\ninvestigate completely auditors located in Chinese Mainland. The delisting of the securities, or the threat of their being delisted,\nmay materially and adversely affect the value of your investment.**\n\n \n\nThe\nHFCA Act was signed into law on December 18, 2020 and amended pursuant to the Consolidated Appropriations Act, 2023 on December 29, 2022.\nUnder the HFCA Act and the rules issued by the SEC and the PCAOB thereunder, if we have retained a registered public accounting firm\nto issue an audit report where the registered public accounting firm has a branch or office that is located in a foreign jurisdiction\nand the PCAOB has determined that it is unable to inspect or investigate completely because of a position taken by an authority in the\nforeign jurisdiction, the SEC will identify us as a “covered issuer”, or SEC-identified issuer, shortly after we file with\nthe SEC a report required under the Securities Exchange Act of 1934, or the Exchange Act (such as our Annual Report on Form 10-K) that\nincludes an audit report issued by such accounting firm; and if we were to be identified as an SEC-identified issuer for two consecutive\nyears, the SEC would prohibit our securities (including our securities) from being traded on a national securities exchange or in the\nover-the-counter trading market in the United States.\n\n \n\nOn\nDecember 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate\ncompletely registered public accounting firms headquartered in Chinese Mainland and Hong Kong and our auditor was subject to that determination.\nOn December 15, 2022, the PCAOB removed Chinese Mainland and Hong Kong from the list of jurisdictions where it is unable to inspect or\ninvestigate completely registered public accounting firms.\n\n \n\nEach\nyear, the PCAOB will determine whether it can inspect and investigate completely audit firms in Chinese Mainland and Hong Kong, among\nother jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting\nfirms in Chinese Mainland and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report\non our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the\nAnnual Report on Form 10-K for the relevant fiscal year. In accordance with the HFCA Act, our securities would be prohibited from being\ntraded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified\nIssuer for two consecutive years in the future. If our securities are prohibited from trading in the United States, there is no certainty\nthat we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. A prohibition\nof being able to trade in the United States would substantially impair your ability to sell or purchase our securities when you wish\nto do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our securities. Also, such\na prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material\nadverse impact on our business, financial condition, and prospects.\n\n \n\n34\n\n \n\n** **\n\n**The\nChinese Mainland government exerts substantial influence over the manner in which we must conduct our business activities. Any actions\nby Chinese government, including any decision to intervene or influence our operations or to exert control over any offering of securities\nconducted overseas and/or foreign investment in Chinese Mainland-based issuers, may cause us to make material changes to our operation,\nmay limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities\nto significantly decline or be worthless.**\n\n \n\nThe\nChinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through\nregulation and state ownership. Substantially all of our operations are located in Chinese Mainland. Our ability to operate in Chinese\nMainland may be harmed by changes in its laws and regulations, including those relating to taxation, data information, environmental\nregulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter\nregulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our\ncompliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue\nto support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation\nof economic policies, could have a significant effect on economic conditions in Chinese Mainland or particular regions thereof, and could\nrequire us to divest ourselves of any interest we then hold in Mainland Chinese properties.\n\n \n\nAs\nsuch, our business segments may be subject to various government and regulatory interference in the provinces in which they operate.\nWe could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government\nsub-divisions. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for\nany failure to comply.\n\n \n\nFurthermore,\nit is uncertain when and whether we will be required to obtain permission from the Chinese Mainland government to list on U.S. exchanges\nor enter into the VIE Agreements in the future, and even when such permission is obtained, whether we will be denied or rescinded. Although\nwe are currently not required to obtain permission from any of the Chinese Mainland federal or local government to obtain such permission\nand has not received any denial to list on the U.S. exchange and/or enter into VIE Agreements, our operations could be adversely affected,\ndirectly or indirectly, by existing or future laws and regulations relating to our business or industry."}