{"url_path":"/sec/tjgc/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1969928/0001185185-26-003078-index.html","accession_number":"0001185185-26-003078","cik":"0001969928","ticker":"TJGC","issuer_name":"TJGC GROUP Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1969928/0001185185-26-003078-index.html","primary_entity_key":"0001969928","primary_entity_name":"TJGC GROUP Ltd"},"word_count":23556,"has_tables":true,"body_markdown":"**ITEM 3. KEY INFORMATION**\n\n \n\nFor a detailed description of the risks associated with our corporate\nstructure, please see *“Summary of Risk Factors” – *beginning on page 2 and “*Risk Factors* – *Risks\nRelated to Our Corporate Structure*” on page 9 of this Annual Report  for more information.\n\n \n\n**A. [Reserved]**\n\n \n\n**B. Capitalization and Indebtedness**\n\n \n\nNot applicable.\n\n \n\n**C. Reasons for the Offer and Use of Proceeds**\n\n \n\nNot applicable.\n\n \n\n**D. Risk Factors**\n\n \n\n*An investment in our Ordinary Shares involves a high\ndegree of risk. You should carefully consider the risks described below, together with all of the other information included in this\nAnnual Report, before making an investment decision.*\n\n \n\n*In addition to the other information included in this Annual\nReport, including the matters addressed in the section of the Annual Report entitled “Cautionary Note Regarding Forward-Looking\nStatements” and in our financial statements and the related notes, you should consider carefully the risks described below. The\nrisks and uncertainties described below are not the only risks and uncertainties we may face. Additional risks and uncertainties not\npresently known to us, or that we currently consider immaterial could also negatively affect our business, financial condition, results\nof operations, prospects, profits and stock prices. If any of the risks described below actually occur, our business, financial condition,\nresults of operations, prospects, profits and stock prices could be materially adversely affected.*\n\n \n\n*If we encounter any of the risks described above or if we\nare otherwise unable to establish or successfully operate online shops or additional production capacity, we may be unable to grow our\nbusiness and revenues, reduce our operating costs, maintain our competitiveness or improve our profitability and, consequently, our business,\nfinancial condition, results of operations and prospects will be adversely affected.*\n\n \n\n1\n\n[Table of Contents](#toc)\n\n \n\n**Summary of Risk Factors**\n\n \n\nOur business is subject to numerous risks and uncertainties.\n\n \n\nThe following is a summary of select risks and uncertainties\nthat could materially adversely affect us and our business, financial condition and results of operations. Before you invest in our Ordinary\nShares, you should carefully consider all the information in this Annual Report, including matters set forth under the heading “Risk\nFactors,” immediately following this summary. These risks include the following, among others:\n\n \n\n**Risks Related to Our Business and Industry**\n\n \n\n \n●\nOur independent registered\npublic accounting firm’s auditors’ report includes an explanatory paragraph stating that there is substantial doubt about\nour ability to continue as a going concern.\n\n \n\n●The\nmobile gaming industry ecosystem is subject to rapid technological change, and if we do not adapt to and appropriately allocate our resources\namongst the emerging technologies and business models, our business, financial condition, and results of operations could be adversely\naffected.\n\n \n\n●We\nare operating in the highly competitive online marketing and advertising service industry requiring few capital investments that could\nexert an entry barrier, and we may not be able to compete successfully against existing or new competitors, which could reduce our market\nshare and adversely affect our competitive position and financial performance.\n\n \n\n●Our\nbusiness revenue is substantially project-based and non-recurring in nature, and our future business depends on our continuous\nability to secure upcoming advertising projects from our clients.\n\n \n\n●New\ndevelopments in PRC laws and regulations regarding the use of mobile games and their export and marketing in Hong Kong, and the\npotential breach of such rules and regulations may adversely affect our business, financial condition and operating results.\n\n \n\n●Our\nfuture growth may involve expansion into new and overseas business opportunities, and any efforts to do so that are unsuccessful or are\nnot cost-effective could adversely affect our business, financial condition, and results of operations.\n\n \n\n●We\nare highly dependent on our founders and senior management team. If we lose key members of our senior management team, our business\ncould be disrupted, and our financial performance could suffer.\n\n \n\n●Unauthorized\nuse of our trade secrets by third parties, and the expenses incurred in protecting our trade secrets, may adversely affect our business.\n\n \n\n●We\nhave engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse\neffect on our business and results of operations.\n\n \n\n●As\na media company that relies on internet advertisements and third-party internet products and services, we are inherently exposed\nto cybersecurity risks arising from our partnerships with vendors.\n\n \n\n●We\nmay not be successful in developing games by outsourcing.\n\n \n\n●Our\nnew games may not be commercially successful and we may not be able to attract new players.\n\n \n\n●We\nmay not be successful in holding exhibitions or marketing events.\n\n \n\n**Risks Related to Our Corporate Structure**\n\n \n\n●You\nmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because\nwe are incorporated under BVI law.\n\n \n\n●You\nmay be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.\n\n \n\n●Certain\njudgments obtained against us by our shareholders may not be enforceable.\n\n \n\n2\n\n[Table of Contents](#toc)\n\n \n\n**Risks Related to Doing Business in Hong Kong and being\nimpacted from the PRC**\n\n \n\n●We\nare subject to risks arising from the legal system in Hong Kong and China, including risks and uncertainties regarding the enforcement\nof laws and that rules and regulations in Hong Kong and China can change quickly with little or no advance notice. There is also a risk\nthat the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted\noverseas and/or foreign investment in Hong Kong or PRC-based issuers, which could result in a material change in our operations\nand/or the value of our securities.\n\n \n\n●Our\noperations are based in Hong Kong. Accordingly, our business operation and financial conditions will be affected by the political and\nlegal developments in Hong Kong.\n\n \n\n●Because\nsubstantially all our operations are in Hong Kong, a special administrative region of China, our business is subject to the complex\nand rapidly evolving laws and regulations there. The Chinese government may exercise significant oversight and discretion over the conduct\nof our business and may intervene in or influence our operations at any time, which could result in a material change in our operations\nand/or the value of our Ordinary Shares.\n\n \n\n●Due\nto the long arm provisions under the current PRC laws and regulations, the PRC government may exercise significant oversight and discretion\nover the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change\nin our operations and/or the value of our Ordinary Shares. The PRC government may also intervene or impose restrictions on our ability\nto move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes\nin the policies, regulations, rules, and the enforcement of laws of the PRC government may also be quick with little advance notice and\nour assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.\n\n \n\n●Changes\nin China’s economic, political or social conditions or government policies could have a material adverse effect on our business\nand operations.\n\n \n\n●You\nmay experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong\nagainst us or our management named in the Annual Report based on foreign laws.\n\n \n\n●Fluctuations\nin exchange rates could have a material and adverse effect on our results of operations and the value of your investment\n\n \n\n●U.S. regulatory\nbodies may be limited in their ability to conduct investigations or inspections of our operations in Hong Kong.\n\n \n\n●The\nCompany’s proposed expansion into the Taiwan market may pose heightened risks due to the unstable political and business tension\nbetween China, Taiwan, and other countries such as the U.S.\n\n \n\n●Although\nthe audit report included in this Annual Report is prepared by U.S. auditors who are currently inspected by the PCAOB, there is\nno guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may\nbe deprived of the benefits of such inspection. Furthermore, trading in our Shares may be prohibited under the HFCAA if the SEC subsequently\ndetermines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national\nsecurities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate\npassed the Accelerating Holding Foreign Companies Accountable Act, which became law on December 29, 2022 and amends the HFCAA and\nrequires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject\nto PCAOB inspections for two consecutive years instead of three, and thus, reduces the time before our Shares may be prohibited\nfrom trading or delisted.\n\n \n\n●If\nwe become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we\nmay have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price\nand reputation and could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved\nfavorably.\n\n \n\n●We\ncould be subject to the Trial Administrative Measures, and, if required, we cannot assure you that we will be able to complete the Trial\nAdministrative Measures procedures on time or at all.\n\n \n\n●There\nremain some uncertainties as to whether we will be required to obtain approval from Chinese authorities to list on U.S. exchanges\nin the future, and if required, we cannot assure you that we will be able to obtain such approval.\n\n \n\n3\n\n[Table of Contents](#toc)\n\n \n\n**Risks Related to Our Ordinary Shares** \n\n \n\n●The\nglobal economic and geo-political conditions have been and continue to be challenging and have had, and may continue to have, an\nadverse effect on the financial markets and the economy in general, which has had, and may continue to have, a material adverse effect\non our business, financial performance and results of operations and the prices of our Ordinary Shares.\n\n \n\n●Prior\nto the completion of our IPO in January 2025 and the initial listing on Nasdaq Capital Market, there has been no public market for our\nOrdinary Shares. You may not be able to resell the Ordinary Shares at or above the price you paid, or at all.\n\n \n\n●The\nmarket price for the Ordinary Shares may be volatile.\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\n \n●\nCertain recent IPOs of companies with relatively small public floats\ncomparable to our public float have experienced extreme volatility that was seemingly unrelated to the actual or expected operating\nperformance and financial condition or prospects of the respective company. Our Ordinary Shares may potentially experience rapid\nand substantial price volatility, which may make it difficult for prospective investors to assess the rapidly changing value of our\nOrdinary Shares.\n\n \n \n \n\n \n●\nWe may be classified as a passive foreign investment company, which\ncould result in adverse U.S. federal income tax consequences to U.S. Holders of our Ordinary Shares\n\n \n\n \n●\nWe do not expect to pay dividends in the foreseeable future.\n\n \n\n \n●\nTo the extent cash or assets in the business is in Hong Kong or a Hong\nKong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions\nin or the imposition of restrictions and limitations on the ability of you or your subsidiaries by the PRC government to transfer\ncash or assets.\n\n \n\n \n●\nThere may be substantial sales of our Ordinary Shares, which could have\na material adverse effect on the price of our Ordinary Shares.\n\n \n\n \n●\nWe may need additional capital and may sell Ordinary Shares or other\nequity securities or incur indebtedness, which could result in additional dilution to our shareholders or increase our debt service\nobligations.\n\n \n\n \n●\nCertain existing shareholders have substantial influence over and their\ninterests may not be aligned with the interests of our other shareholders.\n\n \n\n \n●\nWe are an emerging growth company within the meaning of the Securities\nAct and may take advantage of certain reduced reporting requirements.\n\n \n\n \n●\nWe are a foreign private issuer within the meaning of the rules under\nthe Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.\n\n \n\n \n●\nWe may lose our foreign private issuer status in the future, which could\nresult in significant additional costs and expenses.\n\n \n\n \n●\nAlthough as a foreign private issuer we are exempt from certain corporate\ngovernance standards applicable to US domestic issuers, if we cannot satisfy, or continue to satisfy, the initial listing requirements\nand other rules of the Nasdaq Capital Market, our securities may not be listed or may be delisted, which could negatively impact\nthe price of our securities and your ability to sell them.\n\n \n\n \n●\nWe will incur increased costs as a result of being a public company.\n\n \n\n \n●\nIf we fail to establish and maintain proper internal financial reporting\ncontrols, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.\n\n \n\n \n●\nOur Ordinary Shares may be prohibited from being traded on a national\nexchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for two consecutive years\nbeginning in 2021. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect\nthe value of your investment.\n\n \n\n4\n\n[Table of Contents](#toc)\n\n \n\n**Risks Related to Our Business and Industry**\n\n \n\n**Our independent registered public accounting firm’s\nauditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going\nconcern.**\n\n \n\nThe accompanying consolidated financial statements were prepared assuming\nthe Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of\nliabilities in the normal course of business. The Company has incurred significant losses from operations of approximately HK$23.5 million\nfor the year end March 31, 2026 and has accumulated deficit of HK$47.7 million. These factors raise substantial doubt about the Company's\nability to continue as a going concern. **-**\n\n \n\nOn January 27, 2025, the Company completed the IPO and the exercise\nof the over-allotment option with gross proceeds totaling US$9,200,000 of 2,300,000 Ordinary Shares on Nasdaq Capital Market, at a public\noffering price of US$4.00 per share, and give rise to total gross proceeds of US$9.2 million. We believe the completion of the IPO alleviates\nthe substantial doubt about the Company’s ability to continue as a going concern.\n\n \n\nThe ability of the Company to continue as a going concern\ndepends upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise\nadditional funds. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There\nis also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable\noperations. If the Company is unable to raise additional funding to meet its working capital needs in the future, it may be forced to\ndelay, reduce or cease its operations.\n\n \n\n**The mobile gaming industry ecosystem is subject to rapid\ntechnological change, and if we do not adapt to and appropriately allocate our resources amongst the emerging technologies and business\nmodels, our business, financial condition, and results of operations could be adversely affected.**\n\n \n\nWe generate revenue from essentially only one business\nsegment that pertains to the marketing and advertising of mobile games for the local market, and our business is vulnerable to changes\nand development in the mobile gaming ecosystem.\n\n \n\nTechnology changes rapidly in the mobile gaming ecosystem. In\naddition, our business also currently depends in part on the growth and evolution of the Internet, especially mobile internet-enabled devices,\nwhich the gamers use to download and run the mobile game apps. As the technological infrastructure evolves, advertisers will be presented\nwith more options in the market for meeting their marketing requirements. We must continually anticipate and adapt to these changes to\nstay competitive. Our future success depends in part on our ability to adapt our business model to the emerging trends, while anticipating\nthe impact of these emerging technologies and business models is inherently volatile and uncertain, and the mobile gaming ecosystem may\nnot develop in the way we anticipate.\n\n \n\nOn the other hand, if we decide to support a new technology or\nexpand our offerings in the future, we must deploy significant management and financial resources to attend to the correspondent demands.\nIt may also require partnering with new media platforms on less favorable terms than those applicable to our existing business models.\nThe enhancements of our existing technology and new offerings may not be introduced in a timely or cost-effective manner, and our\ncompetitors may adopt an emerging technology or business model swiftly or more effectively than we do and undermine our competitive advantage.\nIf we are unable to successfully adapt to and appropriately allocate our resources amongst the current and new technologies, our business,\nfinancial condition, and results of operations could be adversely affected.\n\n \n\n**We operate in the highly competitive online marketing and\nadvertising service industry requiring few capital investments that could exert an entry barrier, and we may not be able to compete successfully\nagainst existing or new competitors, which could reduce our market share and adversely affect our competitive position and financial\nperformance.**\n\n \n\nThe online marketing and advertising service industry in which\nwe operate is highly competitive. Our direct competitors are other advertising agencies, and while few advertising agencies in the local\nmarket specialize in advertising for mobile games, there are many conventional marketing channels in the marketplace such as direct marketing,\nprinted advertising and traditional media of television, radio and cable companies, etc., that could potentially replace us, as our clients\nare at their liberty to allocate part of their overall marketing budget to these marketing channels. There are also many advertising\nagents catering to clients from diverse industries that, while not specializing in advertising for mobile games, have established relationships\nwith various media publishers and could potentially diversify into our niche market and provide services comparable to those offered\nby ourselves at competitive pricing.\n\n \n\nOur ability to compete depends on many factors, including\nthe price, the effectiveness of our marketing and advertising solutions and the quality of our customer services. If these factors are\nunfavorable to us, we may not be able to compete effectively or maintain our market position. The online advertising service industry\nrequires relatively few capital investments in infrastructure that could erect barriers to new entrants to the industry. We may also\nface competition from new service offerings from existing competitors. Further, we cannot predict whether future changes in market landscape\nconcerning new developments in regulatory framework and technologies that could be applied in the advertising industry will result in\nfurther competition.** **\n\n \n\n5\n\n[Table of Contents](#toc)\n\n \n\nExisting and potential competitors in the advertising service\nindustry may attempt to mimic and adapt our business model. While our prominent market position and extensive experience have equipped\nus with industry know-how and competitive advantage that new entrants cannot readily replicate, some of these competitors may be\nable to realize competitive edge over us, such as better financial, technical and marketing resources. Intensified competition could\nresult in price reductions which could reduce our operating margins and profitability and result in a loss of market share. Moreover,\nincreased competition will provide our existing and potential clients with a broader range of advertising service alternatives, which\ncould lead to loss of business, lower prices and decreased revenue, gross margins and profits. We cannot assure you that our strategies\nwill remain competitive or that they will continue to be successful in the future. If we fail to compete against our competitors, our\nmarket share will diminish, and our financial performance may be adversely affected.\n\n \n\n**Our business revenue is substantially project-based and non-recurring in\nnature, and our future business depends on our continuous ability to secure upcoming advertising projects from our clients.**\n\n \n\nOur business model is generally project-based, where we\ncharge our clients a fee for marketing services rendered for a specific marketing campaign. Our quotations offered to clients generally\ndo not include a contractual tenure of service or long-term obligations requiring them to continue to use our services. As such,\nour revenue is usually non-recurring in nature. As a result, we may have limited visibility regarding our future revenue streams.\n\n \n\nOur success depends on our ability to maintain relationships\nwith our recurring clients, which includes any current clients and clients with which we have done business within the past three years,\nand to attract new clients, while our existing competitors and new entrants into the market may be able to offer advertising packages\nat better terms than ourselves. While many of our clients have engaged us for recurring advertising projects, our clients are not bound\nby contractual agreement to continue a business relationship with us and are at their discretion to choose these competitors over us.\nWe cannot assure you that our clients will continue to solicit our services, or that we will be able to replace, in a timely or effective\nmanner, departing clients with potential clients that attribute a comparable level of revenue.\n\n \n\nThere is no guarantee that our existing clients will invite us\nto tender when they have new advertising projects, and there is no assurance that we will be awarded enough advertising projects in the\nfuture commensurate with our current revenue level. Our operations and financial results would be adversely affected if we are unable\nto retain our existing clients, or secure further advertising projects from them, or fail to provide competitive advertising packages\nto attract new clients, all of which may lead to a decrease in the number of advertising projects we cater for and the corresponding\nbusiness revenue.\n\n \n\n**New developments in PRC laws and regulations regarding\nthe use of mobile games and their export and marketing in Hong Kong, and the potential breach of such rules and regulations may\nadversely affect our business, financial condition and operating results.**\n\n \n\nA very high proportion of the mobile games launched in our local\nmarket in Hong Kong are originally developed in the PRC. As advertisers specializing in mobile games in the Hong Kong\nmarket and deriving substantially all of our revenue therefrom, our business is vulnerable to adverse changes in the PRC regulations\nconcerning mobile games. In particular, any potential changes in the rules and regulations imposing restrain over the export and dissemination\nof mobile games outside of the PRC, including our local market in Hong Kong, could adversely affect our revenue to a significant\nextent.\n\n \n\nThere are existing PRC regulations with the pre-authorization of\nthe public release of mobile games, as well as the permissible age and amount of time for engaging in mobile game entertainment with\na view to, amongst other things, deterring teenager’s infatuation. There are also regulatory developments concerning the contents\nof mobile games potentially involving explicit sexual exposure and violence. Currently, the PRC legislation applies only to regulating\nthe public’s use of mobile games and the broadcasting of the related advertising materials within the country.\n\n \n\nThere are few regulations restraining the export, use and dissemination\nof mobile games outside of the country, including our local market in Hong Kong. Nevertheless, the PRC has not developed a fully\nintegrated legal system and the relevant regulatory framework with mobile game is a relatively new development, and there are inherent\nuncertainties surrounding the new legislative enactment that could potentially affect the general public’s use of mobile games,\ntheir permissible content and export outside of the country.\n\n \n\nAlso, advertisers and marketing agencies like ourselves that\nare exposed to any new legislation with respect to advertising content may have to ensure that the advertising materials and activities\nare in full compliance with the latest applicable laws and regulations. However, we may not have access to the relevant expertise to\nadequately interpret the rules and regulations and ascertain whether the advertising content is in full legal compliance and up to the\nrequired standard.\n\n \n\nIf our advertising materials are adjudicated to be in breach\nof the relevant provisions, enforcement actions and penalties may be imposed on the advertiser, including fines, confiscation of advertising\nfees, orders to cease dissemination of the advertisement, and orders to publish an advertisement correcting the misleading information.\nIn turn, these could have negative repercussions on ourselves that adversely affect our business, financial condition and operating results.\n\n \n\nWe cannot predict the effects of such legislative developments.\nWe cannot assure you that we will be able to satisfy new developments with regulatory requirements, and we may be unable to respond promptly\nto the market changes resulting from these legislative developments. As a result, our business operations may be materially and adversely\naffected.\n\n \n\n**Our future growth may involve expansion into new and overseas\nbusiness opportunities, and any efforts to do so that are unsuccessful or are not cost-effective could adversely affect our\nbusiness, financial condition, and results of operations.**\n\n \n\nIn the past, we have grown our business by principally\nfocusing on the local market. We expect that our future growth may involve expansion into overseas business opportunities by opening\nnew offices abroad and entering into business relationships with new clients and media publishers in the foreign countries. Additionally,\nour future growth may involve strategic acquisitions of media publishers and operation rights with upcoming mobile games in the local\nmarket.\n\n \n\n6\n\n[Table of Contents](#toc)\n\n \n\nOur exposure to foreign operations is relatively limited, and\nour ability to successfully gain market acceptance in an overseas market is uncertain. Expanding our operations to a foreign country\ninvolves challenges caused by distance, language and cultural differences, and further subjects us to various operational risks associated\nwith compliance with applicable foreign laws and regulations, recruiting and retaining talented overseas employees, etc.\n\n \n\nWe may encounter differences in consumer behavior and preferences\nfrom another culture, which may cause uncertainties in developing and customizing advertising materials that appeal to the tastes and\npreferences of users in an overseas market. Our competitors in the foreign country with established local market presence may have better\nmarketing resources and competitive advantages over ourselves, such as longer operating histories, local market knowledge and media connection,\nand broader reach of clients. If we are unable to expand to an overseas market or successfully manage the complexity involved with foreign\noperations, our business and results of operations could be adversely affected.\n\n \n\nFurther, our plans for business expansion are formulated\nbased on assumptions of certain future events, which may or may not materialize. Our future growth depends in part on our ability to\ncorrectly identify suitable candidates for strategic acquisitions and execute our plans in a cost-effective manner. The deployment\nof significant resources towards a new opportunity may prove unsuccessful, and even if successful, the growth of new business opportunities\ncould create substantial challenges for our management and operational resources and require considerable investment. As a result of\nour expanded business scope, our operating costs are expected to increase, while there is no assurance that our expansion plan will bring\nan increase in revenue sufficient to outweigh the additional costs and expenses.\n\n \n\nOur expansion plan will also require us to maintain the consistency\nof our service offerings in the new business to ensure that our market reputation and market position are not impaired as a result of\ndeviations, whether actual or perceived, in the quality of services we offer. If we are unable to successfully implement our strategy\nto extend our business coverage, or if such expansion does not yield the benefits we anticipate, our business prospects, financial condition\nand results of operations may be adversely affected.\n\n \n\n**We are highly dependent on our founders and senior\nmanagement team. If we lose key members of our senior management team, our business could be disrupted, and our financial performance\ncould suffer.**\n\n \n\nOur future success depends in significant part on the continued\nservice of our key management, including our co-founders, who are heavily involved in the daily operation of our business. We believe\nthat our management team’s extensive experience, industry knowledge and in-depth understanding of the mobile gaming market\nenable us to assess the competitive and fast-moving market environment with mobile game advertising and provide specialized services\nof high quality.\n\n \n\nOur future success will depend on the continued involvement,\nefforts, performance and abilities of our key personnel as a whole. We believe that the skills and experience of our senior management\nteam would be difficult to replace, and the loss of key members of our senior management team and talented employees could result in\nsignificant disruptions to our business, including impairing our ability to execute our business strategy and material adverse effect\non our financial condition and results of operations. We believe that our future success will depend significantly on our continued ability\nto attract and retain highly skilled and talented personnel. The loss of crucial employees could result in significant disruptions to\nour business and the future integration of our expanding businesses.\n\n \n\nThere can be no assurance that we will be able to retain the\nservices of our key personnel and to continually leverage their skills and abilities. If we are unable to retain our key personnel or\nattract and engage suitable personnel on a timely and commercially viable basis, it may result in the loss of strategic leadership and\ndisruption or delay to our business operations, which could have a material adverse effect on our business, operations and financial\nconditions.\n\n \n\n**Unauthorized use of our trade secrets by third parties,\nand the expenses incurred in protecting our trade secrets, may adversely affect our business.**\n\n \n\nWe regard our trade secrets as critical to our success. Since\nwe have not applied for the trademark for our company, unauthorized use of our trade secrets used in our business, whether owned by us\nor licensed to us, may adversely affect our business and reputation.\n\n \n\nWe own video production authorized usage from our independent\ncontractors under intellectual property law. We also rely on the trade secret protection and confidentiality agreements with our employees,\ncustomers, business partners and others to protect our other intellectual property rights. Despite our precautions, it may be possible\nfor third parties to obtain and use the intellectual property used in our business without authorization.\n\n \n\nThe validity, enforceability and scope of protection of intellectual\nproperty in online industries is uncertain and still evolving. In particular, the laws and enforcement procedures of the PRC and certain\nother countries are uncertain or do not protect intellectual property rights to the same extent as do the laws and enforcement procedures\nof the United States. Moreover, litigation may be necessary in the future to enforce our intellectual property rights. Future litigation\ncould result in substantial costs and diversion of our resources, and could disrupt our business, as well as have a material adverse\neffect on our financial condition and results of operations.\n\n \n\n7\n\n[Table of Contents](#toc)\n\n \n\n**We have engaged in transactions with related parties, and\nsuch transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations.**\n\n \n\nWe have entered into a number of transactions with related parties,\nincluding our majority shareholder Mr. Shum Tsz Chueng. For example, we have entered into transactions with Act Media Co. Limited and\nI am Media Limited, controlled by shareholder, Mr. Shum Tsz Cheung, and Pump Studio Limited, controlled by our former CEO, Mr. Lau Chi\nFung, and directly pay the salary of Ms. Leung Shuk Hing, the spouse of our former CEO, Mr. Lau Chi Fung. See “Related Party Transactions”.\nWe may in the future enter additional transactions with entities in which our director and other related parties hold ownership interests,\nhowever, any such transaction would be on commercial terms comparable to those that would be obtained from a third-party and, in addition,\nwill be subject to approval of a majority of our independent directors.\n\n \n\nTransactions with the entities in which related parties hold\nownership interests present potential for conflicts of interest, as the interests of these entities and their shareholders may not align\nwith the interests of the Company and our shareholders with respect to the negotiation of, and certain other matters related to, our\nlease and services to such entities. Conflicts of interest may also arise in connection with the exercise of contractual remedies under\nthese transactions, such as the treatment of events of default.\n\n \n\nThe laws of the British Virgin Islands apply to us, which provide\nthat our directors owe a duty to act honestly and in good faith and in what the directors believe to be in our best interests. Our directors\nalso have a duty to exercise the care, diligence and skill that a reasonable director would exercise in the same circumstances when exercising\npowers or performing duties as a director. We have the right to seek damages if a duty owed by our directors is breached. Nevertheless,\nwe may have achieved more favorable terms if such transactions had not been entered into with related parties and these transactions,\nindividually or in the aggregate, may have an adverse effect on our business and results of operations or may result in government enforcement\nactions or other litigation.\n\n \n\n**As a media company that relies on internet advertisements\nand third-party internet products and services, we are inherently exposed to cybersecurity risks arising from our partnerships\nwith vendors that provide these services. We have established risk management and internal control systems to prevent and minimize the\ncybersecurity risks affecting our reputation and customers’ satisfaction.**\n\n \n\nWhile our partnerships with internet service providers and independent\ncontracts offer substantial business value in internet marketing, they also increase the complexity of our threat surface and expose\nus to potential third-party risk.\n\n \n\nOne of the risks we face is supply chain attacks, where attackers\ninfiltrate or attack through a third-party vendor. The challenge with these attacks is that the risk may not be apparent until there\nis malicious activity.\n\n \n\nWe are also vulnerable to cyber threats due to our increasing\nreliance on computers, networks, programs, social media and data globally. Data breaches, a common cyber-attack, can have a massive negative\nbusiness impact and often arise from insufficiently protected data.\n\n \n\nIn order to mitigate these risks, we have established risk\nmanagement and internal control systems consisting of policies and procedures that we believe are appropriate for using and managing\nour technology software. These measures include implementing an email notice for malicious emails, hiring professional IT personnel to\nmanage and review our technology software implanting system, and establishing a risk management assessment when contracting new vendors\nand independent contractors. In our contracts, we also limit the liability of the company attributable to cybersecurity attacks. As of\nthe date of this Annual Report, we have not had any cyber-attacks or breaches of our network security systems, nor have we suffered\nany cybersecurity incidents from our vendors. In addition to the implementation and maintenance of data security measures, we require\nour employees to maintain the confidentiality of the proprietary information that we hold.\n\n \n\nIf a cybersecurity incident occurs or is perceived to occur,\nwe may have to spend significant capital and other resources to mitigate the impact of the event and to develop and implement protection\nto prevent future events of such nature from occurring. Furthermore, we may also be subject to negative publicity and the public perception\nof the ineffectiveness of our security measures, and our reputation may be harmed in the event of any of the foregoing cybersecurity\nbreaches or attacks. This could damage our relationships with existing or potential customers and could materially and adversely affect\nour business and financial condition.\n\n \n\n8\n\n[Table of Contents](#toc)\n\n \n\n**We may not be successful in developing games by outsourcing.**\n\n \n\nWe entered into a game development agreement, which is an outsourcing\nagreement of approximately HK$16.2 million (US$2.1 million) with a game development company to develop a complete social gaming platform\n(the “Game Development Agreement”). Subsequently, on January 30, 2026, the parties entered into a supplemental agreement,\npursuant to which they mutually agreed to reduce the total contract consideration under the Game Development Agreement to approximately\nUS$1.9 million. In addition, on June 13, 2025, CTRL Games entered into an agreement with QMO Digital Co., Ltd, another vendor, for the\ndevelopment of a game membership platform webpage and a software development kit (SDK) with one-year technical maintenance and support.\nThe aggregate contract value under the agreement is approximately US$500,000. We hope to become a mobile game operator after the game\nis successfully developed; however, there is no guarantee that the company will develop a game which works and/or is successful. For the\nfiscal year ended March 31, 2026, we recognized an impairment loss of approximately HK$4,312,000 (US$550,000) on game development costs.\nAs of the date of this Annual Report, the development of the mobile games platform remains in progress, and we anticipate officially launching\nthe platform and related games to the public during the year ending March 31, 2027.\n\n \n\nOur new games will largely depend on the outsourcing company’s\nability to:\n\n \n\n●attract,\nretain and motivate talented game development personnel;\n\n \n\n●minimize\nlaunch delays and cost overruns in the development of new games;\n\n \n\n●effectively\nmonetize games without degrading the gameplay experience for our players; and\n\n \n\n●effectively\nexecute our game development plans.\n\n \n\n**Our new games may not be commercially successful and we\nmay not be able to attract new players.**\n\n \n\nWe cannot assure you that the new games we publish or develop\nwill be commercially successful. You should not use the success of other companies existing games as an indication of the future commercial\nsuccess of any of the games in our pipeline.\n\n \n\n**We may not be successful in holding exhibitions or marketing\nevents.**\n\n \n\nOn February 14, 2025, our wholly-owned subsidiary, CTRL Solutions,\nentered into four (4) cooperative agreements with the same exhibition service provider and one Exhibition Events Joint Investment Agreement\nwith respect to holding the event (collectively, the “Cooperative Agreements”). The total value of the four (4) Cooperative\nAgreements is approximately HK$ 15.3 million (US$2.7 million), and the value of the event is approximately HK$6.3 million (US$0.8 million).\nThe Cooperative Agreements provide that the exhibition partner shall coordinate and organize four (4) exhibitions and one event during\nthe year ending March 31, 2026.\n\n \n\nAll five exhibitions were completed during the year ended March\n31, 2026 and the Company currently has no plans to hold further exhibitions. We cannot assure you that these or similar exhibitions or\nevents pursuant to Cooperation Agreements or other agreements will be commercially successful. For the fiscal year ended March 31, 2026,\nthe Company made an impairment of approximately HK$10.6 million (US$1.4 million), which represents 50% share of the Company of the net\nloss expected from these exhibitions**.**\n\n \n\nYou should not rely on the profits made from similar exhibitions\nor events held by other companies as an indication that we will be able in the future to achieve commercial success from any of the exhibitions\nor events in our pipeline.\n\n \n\n**Risks Related to Our Corporate Structure**\n\n \n\n**You may face difficulties in protecting your interests,\nand your ability to protect your rights through U.S. courts may be limited, because we are incorporated under BVI law.**\n\n \n\nWe are a BVI business company limited by shares and incorporated\nunder the laws of the BVI. Our corporate affairs are governed by our memorandum and articles of association and the common law of\nthe BVI. The rights of shareholders to take action against the directors, actions by minority shareholders, and the fiduciary duties\nof our directors to us under the BVI law are to a large extent governed by the BCA and the common law of the BVI. The common law\nof the BVI is derived in part from comparatively limited judicial precedent in the BVI, as well as from the common law of England, the\ndecisions of whose courts are of persuasive authority, but are not binding, on a court in the BVI. The rights of our shareholders\nand the fiduciary duties of our directors under BVI law are not as clearly established as they would be under statutes or judicial precedent\nin some jurisdictions in the United States.\n\n \n\nUnder the BCA, members of the general public, on payment of a\nnominal fee, can obtain copies of the public records of a company available at the office of the Registrar of Corporate Affairs, which\nwill include the company’s certificate of incorporation, its memorandum and articles of association (with any amendments), and\nrecords of license fees paid to date and will also disclose any articles of dissolution, articles of merger and a register of charges\nif the company has elected to file such a register.\n\n \n\n9\n\n[Table of Contents](#toc)\n\n \n\nA shareholder of the company is also entitled, upon giving written\nnotice to us, to inspect (i) our memorandum and articles of association, (ii) the register of members, (iii) the register\nof directors, and (iv) minutes of meetings and resolutions of members and of those classes of members of which that member is a\nmember, and to make copies and take extracts from the documents and records referred to in (i) to (iv) above. However, our\ndirectors may, if they are satisfied that it would be contrary to the company’s interests to allow a member to inspect any document,\nor part of a document specified in (ii) to (iv) above, refuse to permit the member to inspect the document or limit the inspection\nof the document, including limiting the making of copies or the taking of extracts or records. Where a company fails or refuses to permit\na member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the BVI court\nfor an order that he should be permitted to inspect the document or to inspect the document without limitation. This may make it more\ndifficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from\nother shareholders in connection with a proxy contest.\n\n \n\nCertain corporate governance practices in the BVI differ significantly\nfrom requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow\nhome country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise\nwould under rules and regulations applicable to U.S. domestic issuers.\n\n \n\nAs a result of all of the above, our public shareholders may\nhave more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling\nshareholders than they would as public shareholders of a company incorporated in the United States.\n\n \n\n**You may be unable to present proposals before annual general\nmeetings or extraordinary general meetings not called by shareholders.**\n\n \n\nBVI law provides shareholders with only limited rights\nto convene a general meeting and does not provide shareholders with any right to put any proposal before a general meeting. However,\nthese rights may be provided in a company’s articles of association. Our articles of association allow our shareholders holding\nshares representing in aggregate not less than 30% of our voting share capital in issue, to convene a general meeting of our shareholders,\nin which case our directors are obliged to call such meeting. Advance notice of at least 7 days is required for the convening of\nour general meetings. A quorum required for a meeting of shareholders consists of at least one shareholder present or by proxy, representing\na majority of the votes of the shares entitled to vote on resolutions to be considered at the meeting.\n\n \n\n**Certain judgments obtained against us by our shareholders\nmay not be enforceable.**\n\n \n\nWe are a BVI business company limited by shares and substantially\nall of our assets are located outside of the United States. Substantially all of our current operations are conducted in Hong Kong.\nIn addition, our current officers are nationals and residents of countries other than the United States. Substantially all of the\nassets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an\naction against us or against these individuals in the United States in the event that you believe that your rights have been infringed\nunder the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of\nthe BVI, Hong Kong and the PRC may render you unable to enforce a judgment against our assets or the assets of our directors and officers.\nFor more information regarding the relevant laws of the BVI, Hong Kong and the PRC, see “Enforceability of Civil Liabilities.”\n\n \n\n**The Chinese regulatory authorities could also disallow\nour organizational structure, which would likely result in a material change in our operations and/or a material change in the value\nof the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or\nbecome worthless.**\n\n \n\nWe are exposed to various risks and uncertainties stemming from\nthe interpretations and implementations of laws and regulations in the PRC. These include, but are not limited to, the regulatory scrutiny\nof PRC companies’ overseas listings. Furthermore, we are susceptible to potential risks and uncertainties associated with future\nactions undertaken by the PRC government, which could potentially result in the disallowance of the Company’s organizational structure.\nSuch an outcome would likely lead to a substantial transformation in our operational activities, and as a consequence, the value of our\nOrdinary Shares may experience a significant depreciation or even become worthless.\n\n \n\n10\n\n[Table of Contents](#toc)\n\n \n\n**Risks Related to Doing Business in Hong Kong and being\nimpacted from the PRC.**\n\n \n\n**We are subject to risks arising from the legal system in\nHong Kong and China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in Hong Kong\nand China can change quickly with little or no advance notice. There is also a risk that the Chinese government may intervene or influence\nour operations at any time or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong or\nPRC-based issuers, which could result in a material change in our operations and/or the value of our securities.**\n\n \n\nThere may be prominent risks associated with our operations being\nin Hong Kong. In light of China’s expansion of authority into Hong Kong, we are subject to risks arising from the legal\nsystem in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in Hong Kong\nand China can change quickly with little to no advanced notice. In addition, the PRC government may intervene or influence our operations\nat any time with little to no advanced notice, which could result in a material change in our operations and/or the value of our Ordinary\nShares. For example, the PRC government has recently published new policies that significantly affected certain industries such as the\neducation and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies\nregarding any industry that could adversely affect the business, financial condition and results of operations of our company. Any such\naction, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities\nto investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.\n\n \n\nCurrently, these statements and regulatory actions have had no\nimpact on our daily business operation, the ability to accept foreign investments and list our securities on an U.S. or other foreign\nexchange. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation\nmaking bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified\nor promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation,\nthe ability to accept foreign investments and list our securities on an U.S. or other foreign exchange.\n\n \n\n**Our operations are based in Hong Kong. Accordingly,\nour business operation and financial conditions will be affected by the political and legal developments in Hong Kong.**\n\n \n\nHong Kong is a special administrative region of the PRC\nand the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law (the “Basic Law”), namely, Hong Kong’s\nconstitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial\npowers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance\nthat there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since our operation\nis based in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong,\nthereby directly and adversely affecting our results of operations and financial positions.\n\n \n\nUnder the Basic Law, Hong Kong is exclusively in charge\nof its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As\na separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent\ndevelopment including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special\nAdministrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State\nDepartment has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and President\nTrump signed an executive order and Hong Kong Autonomy Act (“HKAA”) to remove Hong Kong’s preferential trade\nstatus and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined\nto have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs\nand other trade restrictions on exports from Hong Kong that it places on goods from mainland China. These and other recent actions\nmay represent an escalation in political and trade tensions involving the U.S., China and Hong Kong, which could potentially harm\nour business.\n\n \n\nGiven the relatively small geographical size of Hong Kong,\nany of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our\nbusiness, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and\ncompanies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations\ncould cause investor uncertainty for affected issuers, including us, and the market price of our Ordinary Shares could be adversely affected.\n\n \n\n11\n\n[Table of Contents](#toc)\n\n \n\nSubstantial uncertainties and restrictions with respect to the\npolitical, legal and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business\nthat we may be able to conduct in Hong Kong and accordingly on the results of our operations and financial condition. There is a\nrisk that the PRC government will intervene or influence our operations at any time, including exerting more oversight and control over\ncompanies operating in Hong Kong, offerings conducted overseas and or foreign investment in Hong Kong and PRC-based issuers,\nwhich could result in a material change in our operations and or the value of our Ordinary Shares. As an example, Chinese regulatory\nauthorities could disallow our organizational structure, which would likely result in a material change in our operations and/or a material\nchange in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly\ndecline or become worthless.\n\n \n\nOur business operations and service sales, if we expand distribution\nof our services into China, may be adversely affected by the current and future political environment in the PRC. The PRC government\nhas exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and\nstate ownership. We expect the Hong Kong and PRC legal systems to rapidly evolve in the near future with the Hong Kong legal\nsystem becoming closer aligned with legal system in China. There is a risk that the PRC government will intervene or influence our operations\nat any time, including exerting more oversight and control over companies operating in Hong Kong, offerings conducted overseas and\nor foreign investment in Hong Kong based issuers, which could result in a material change in our operations and or the value of\nour Ordinary Shares. For instance, if the Chinese regulatory authorities could disallow our organizational structure, which would likely\nresult in a material change in our operations and/or a material change in the value of our securities, including that it could cause\nthe value of such securities to significantly decline or become worthless. These actions may be reflected in the changing interpretations\nand enforcement of many laws, regulations and rules in Hong Kong and the PRC that may not always be uniform and with little to no\nadvance notice. Our business operations and our ability to operate in Hong Kong, offer or continue to offer securities to investors\nand continue to invest in Hong Kong based issuers may be harmed by these changes in laws and regulations, including those relating\nto taxation, import and export tariffs, healthcare regulations, and other matters. Accordingly, government actions in the future, including\nany decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local\nvariations in the implementation of economic policies, could have a significant effect on economic conditions in Hong Kong or particular\nregions thereof, and could limit or completely hinder our ability to offer or continue to offer securities to investors or require us\nto divest ourselves of any interest we then hold in Hong Kong properties or joint ventures. Any such actions (including divesture\nor similar actions) could result in a material adverse effect on us and on your investment in us and could cause the value of our securities\nand your investment in our securities to significantly decline or be worthless.\n\n \n\nThere are substantial uncertainties regarding the interpretation\nand application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement\nand performance of our contractual arrangements with borrowers in the event of the imposition of statutory liens, death, bankruptcy or\ncriminal proceedings. China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently\ncover all aspects of economic activities in China. Also, because these laws and regulations are relatively new, and because of the limited\nvolume of published cases and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve\nsignificant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.\nIn addition, there have been constant changes and amendments of laws and regulations over the past 40 years in order to keep up\nwith the rapidly changing society and economy in China. Because government agencies and courts that provide interpretations of laws and\nregulations and decide contractual disputes and issues may change their interpretation or enforcement very rapidly with little advance\nnotice at any time, we cannot predict the future direction of Chinese legislative activities with respect to either businesses with foreign\ninvestment or the effectiveness on enforcement of laws and regulations in China. The uncertainties, including new laws and regulations\nand changes of existing laws, as well as may cause possible problems to foreign investors.\n\n \n\nWe cannot assure you that the PRC government will continue to\npursue policies favoring a market-oriented economy or that existing policies will not be significantly altered, especially in the\nevent of a change in leadership, social or political disruption, or other circumstances affecting political, economic and social life\nin the PRC.\n\n \n\n12\n\n[Table of Contents](#toc)\n\n \n\n**Because substantially all our operations are in Hong Kong,\na special administrative region of China, our business is subject to the complex and rapidly evolving laws and regulations there. The\nChinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence\nour operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares.**\n\n \n\nAs a business operating in Hong Kong, a special administrative\nregion of** **China, we are subject to the laws and regulations of the PRC, which can be complex and evolve rapidly. The\nPRC government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to\nwhich we are subject may change rapidly and with little notice to us or our shareholders. As a result, the application, interpretation,\nand enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may\nbe interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices.\nNew laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated\ninquiries or investigations or any other government actions may:\n\n \n\n●Delay\nor impede our development,\n\n \n\n●Result\nin negative publicity or increase our operating costs,\n\n \n\n●Require\nsignificant management time and attention, and\n\n \n\n●Subject\nus to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current\nor historical operations, or demands or orders that we modify or even cease our business practices.\n\n \n\nThe promulgation of new laws or regulations, or the new interpretation\nof existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct\nour business and could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our\nproducts, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional\nliabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results\nof operations could be adversely affected as well as materially decrease the value of our ordinary shares.\n\n \n\n**Due to the long arm provisions under the current PRC laws\nand regulations, the PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene\nin or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary\nShares. The PRC government may also intervene or impose restrictions on our ability to move money out of Hong Kong to distribute\nearnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and\nthe enforcement of laws of the PRC government may also be quick with little advance notice and our assertions and beliefs of the risk\nimposed by the PRC legal and regulatory system cannot be certain.**\n\n \n\nAs of the date of this Annual Report, the Company does not expect\nto be materially affected by recent statements by the PRC government indicating an intent to exert more oversight and control over offerings\nthat are conducted overseas and/or foreign investment in China-based issuers. However, due to long arm provisions under the current\nPRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China.\nThe promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict\nor otherwise unfavorably impact the ability or way the Company conducts its business, could require the Company to change certain aspects\nof its business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain\nmore licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures\nare required to be implemented, the Company’s business, financial condition and results of operations could be adversely affected\nand such measures could materially decrease the value of its Ordinary Shares, potentially rendering it worthless. If any such action\nshould occur, it could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors.\n\n \n\nPolicies of the PRC government can have significant effects on\neconomic conditions in Hong Kong. While we believe that the PRC will continue to strengthen its economic and trading relationships\nwith foreign countries and that business development in the PRC will continue to follow market forces, we cannot assure you that this\nwill be the case. Our interests may be adversely affected by changes in policies by the PRC government, including:\n\n \n\n●uncertainties\nregarding enforcement of laws in Hong Kong, and as we expand into the PRC;\n\n \n\n13\n\n[Table of Contents](#toc)\n\n \n\n●changes\nin laws, regulations or their interpretation especially with respect to application of PRC tax, labor, currency restriction and other\nlaws to Hong Kong operations, all of which can occur quickly and with little to no advanced notice;\n\n \n\n●confiscatory\ntaxation or changes in taxation;\n\n \n\n●currency\nrevaluations or restrictions on currency conversion, imports or sources of supplies, or ability to continue as a for-profit enterprise;\nand\n\n \n\n●expropriation\nor nationalization of private enterprises, risks of forfeiture; and the allocation of resources.\n\n \n\nWe are aware that recently, the PRC government initiated a series\nof regulatory actions and statements to regulate business operations in certain areas in PRC with little advance notice, including cracking\ndown on illegal activities in the securities market, enhancing supervision over companies based in the PRC and listed overseas, adopting\nnew measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements\nand regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and\nwhat existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and\nthe potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign\ninvestments and list on an U.S. or other foreign exchange.\n\n \n\nThe PRC government may intervene or influence our operations\nat any time or may exert more control over offerings conducted overseas by, and foreign investment in, China-based issuers, which\nmay result in a material change in our operations and/or the value of our Shares. The promulgation of new laws or regulations, or the\nnew interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or way we\nconduct our business and could require us to change certain aspects of our business to ensure compliance, which could decrease demand\nfor our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject\nus to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial\ncondition and results of operations could be adversely affected, and the value of our Shares could be materially decreased, potentially\nrendering it worthless. If any such action should occur, it could significantly limit or completely hinder our ability to offer or continue\nto offer our Ordinary Shares to investors.\n\n \n\n**Changes in China’s economic, political or social\nconditions or government policies could have a material adverse effect on our business and operations.**\n\n \n\nAlthough all of our assets and operations are located in Hong\nKong, a large amount of the mobile games launched in Hong Kong market are developed and/or operated by PRC publishers. Accordingly, our\nbusiness, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and\nsocial conditions in the PRC generally. The Chinese economy differs from the economies of most developed countries in many respects,\nincluding the level of government involvement, development, growth rate, control of foreign exchange and allocation of resources. Although\nthe Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state\nownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion\nof productive assets in the PRC is still owned by the government. In addition, the Chinese government continues to play a significant\nrole in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over\nthe PRC’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting\nmonetary policy and providing preferential treatment to particular industries or companies.\n\n \n\nWhile the Chinese economy has experienced significant growth\nover past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic\nconditions in the PRC, in the policies of the Chinese government or in the laws and regulations in the PRC could have a material adverse\neffect on the overall economic growth of the PRC. Such developments could adversely affect our business and operating results, lead\nto a reduction in demand for our services and adversely affect our competitive position. The Chinese government has implemented various\nmeasures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy,\nbut may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by PRC\ngovernment control over capital investments in mobile gaming industry, pre-authorization of mobile game publication or changes in\ntax regulations. \n\n \n\n14\n\n[Table of Contents](#toc)\n\n \n\n**You may experience difficulties in effecting service of\nlegal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the Annual Report\nbased on foreign laws.**\n\n \n\nWe conduct substantially all of our operations in Hong Kong\nand substantially all of our assets are located in Hong Kong. In addition, our current officers reside within Hong Kong and\nare permanent Hong Kong residents. As a result, it may be difficult for our shareholders to effect service of process upon those persons\nin Hong Kong. In addition, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments\nof courts with the BVI and many other countries and regions. Therefore, recognition and enforcement in the PRC of judgments of a court\nin any of these foreign jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.\n\n \n\n**Fluctuations in exchange rates could have a material and\nadverse effect on our results of operations and the value of your investment.**\n\n \n\nOur business is conducted in Hong Kong, our books and records\nare maintained in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that we file with the\nSEC and provide to our shareholders are presented in United States dollars. The value of the Hong Kong dollar against\nthe U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions\nand the foreign exchange policy adopted by the Hong Kong government. All of our revenues and substantially all of our costs are\ndenominated in HK$. Any significant revaluation of HK$ may materially and adversely affect our results of operations and financial position\nreported HK$ when translated into U.S. dollars, and the value of, and any dividends payable on, the capital stock in U.S. dollars.\nTo the extent that we need to convert U.S. dollars into HK$ for our operations, appreciation of the HK$ against the U.S. dollar\nwould have an adverse effect on the HK$ amount we would receive.\n\n \n\n**U.S. regulatory bodies may be limited in their ability\nto conduct investigations or inspections of our operations in Hong Kong.**\n\n \n\nAny disclosure of documents or information located in Hong Kong\nor China by foreign agencies may be subject to jurisdiction constraints and must comply with China’s state secrecy laws, which\nbroadly define the scope of “state secrets” to include matters involving economic interests and technologies. There is no\nguarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect our operations will be honored\nby us, by entities who provide services to us or with whom we associate, without violating PRC legal requirements, especially as those\nentities are located in Hong Kong or China. Furthermore, under the current PRC laws, an on-site inspection of our facilities\nby any of these regulators may be limited or prohibited.\n\n \n\n**The Company’s proposed expansion into the Taiwan\nmarket may pose heightened risks due to the unstable political and business tension between China, Taiwan, and other countries such as\nthe U.S.**\n\n \n\nThe Company intends to expand its service offerings to the Taiwan\nmarket to provide one-stop game advertising services for local markets. The Company may face heightened regulatory compliance, payroll,\nand tax compliance risks that cannot be fully anticipated. To date, Taiwan has not implemented or changed any regulations affecting Hong Kong\nbusinesses and the proposed branch office formed to operate the Taiwan expansion is expected to generate a relatively small percentage\nof the Company’s consolidated revenue. Potential major risks relating to establishing a branch office and operating in the Taiwan\nmarket include market risk and competitive risk that fluctuations in the Taiwanese market conditions, customer preferences, or demand\nfor the Company’s services could affect revenue, cost and growth prospects.\n\n \n\n**Although the audit report included in this Annual Report\nis prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee that future audit reports will be prepared\nby auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore,\ntrading in our Shares may be prohibited under the HFCAA if the SEC subsequently determines our audit work is performed by auditors that\nthe PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq,\nmay determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign\nCompanies Accountable Act, which became law on December 29, 2022 and amends the HFCAA and requires the SEC to prohibit an issuer’s\nsecurities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years\ninstead of three, and thus, reduces the time before our Shares may be prohibited from trading or delisted.**\n\n \n\n15\n\n[Table of Contents](#toc)\n\n \n\nThe HFCAA was enacted on December 18, 2020. The HFCAA states\nif the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject\nto inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit the company’s shares from\nbeing traded on a national securities exchange or in the over-the-counter trading market in the United States.\n\n \n\nOn March 24, 2021, the SEC adopted interim final rules relating\nto the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with\nthese rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by\nthe SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements\ndescribed above.\n\n \n\nOn June 22, 2021, the U.S. Senate passed a bill which,\nif passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years\nrequired for triggering the prohibitions under the HFCAA from three years to two years.\n\n \n\nOn September 22, 2021, the PCAOB adopted a final rule implementing\nthe HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the Board is unable\nto inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken\nby one or more authorities in that jurisdiction.\n\n \n\nOn November 5, 2021, the SEC approved the PCAOB’s\nRule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework for the\nPCAOB to use when determining, as contemplated under the HFCAA, whether it is unable to inspect or investigate completely registered\npublic accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.\n\n \n\nOn December 2, 2021, the SEC issued amendments to finalize\nrules implementing the submission and disclosure requirements in the HFCAA, which took effect on January 10, 2022. The rules apply\nto registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting\nfirm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken\nby an authority in foreign jurisdictions.\n\n \n\nOn December 16, 2021, PCAOB announced the PCAOB HFCAA determinations\n(the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public\naccounting firms headquartered in the PRC and dependency of the PRC, because of a position taken by one or more authorities in the PRC. The\nPCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities\nunder the HFCAA. The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject to Mainland\nChina Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively. Our auditor, Kreit &\nChiu CPA LLP is headquartered in New York, New York, and is not subject to the PCAOB determination.\n\n \n\nOn August 26, 2022, the PCAOB announced that it had signed\na Statement of Protocol (the “SOP”) with the CSRC and the Ministry of Finance of China. The SOP, together with two protocol\nagreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable\nframework to make possible complete inspections and investigations by the PCAOB of audit firms based in the PRC, as required under U.S. law.\nThe Agreement remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to\nthe SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation\nand the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction. According to the PCAOB,\nits December 2021 determinations under the HFCAA remain in effect. The PCAOB is required to reassess these determinations by the\nend of 2022. Under the PCAOB’s rules, a reassessment of a determination under the HFCAA may result in the PCAOB reaffirming, modifying\nor vacating the determination.\n\n \n\n16\n\n[Table of Contents](#toc)\n\n \n\nOn December 15, 2022, PCAOB announced that it was able to\nsecure complete access to inspect and investigate audit firms in the PRC for the first time in history, and released the 2022 HFCAA Determination\nReport (the “Report”). The Report states that PCAOB (1) is able to select engagements, audit areas, and potential violations\nto be reviewed or investigated; (2) has timely access to, and the ability to retain and use, any document or information that PCAOB\nconsiders relevant to an inspection or investigation; and (3) is able to conduct inspections and investigations in a manner consistent\nwith the provisions of HFCAA and the rules of PCAOB, as interpreted and applied by PCAOB. The Report concludes that, consistent\nwith the HFCAA, PCAOB is able to inspect and investigate completely firms headquartered in the PRC and Hong Kong. However, the PCAOB\ndidn’t exclude the possibility of losing complete access again and made clear that, if in the future it determines it no longer\ncan inspect or investigate completely because of a position taken by any PRC authorities, it will act expeditiously according to the\nHFCAA.\n\n \n\nOur auditor, Kreit & Chiu CPA LLP, the independent registered\npublic accounting firm that issues the audit report included in this Annual Report, as a firm headquartered in New York, New York,\nand registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections\nto assess its compliance with the applicable professional standards. Kreit & Chiu CPA LLP’s first triannual inspection\nby the PCAOB was completed in August 2025. Therefore, we believe that, as of the date of this Annual Report, our auditor is not subject\nto the PCAOB determinations. However, the recent developments would add uncertainties to our offering, and we cannot assure you whether\nNasdaq or regulatory authorities would not apply additional and\\or more stringent criteria to us after considering the effectiveness\nof our auditor’s audit procedures and quality control procedures, the adequacy of personnel and training, or sufficiency of resources,\ngeographic reach or experience as it relates to the audit of our financial statements.\n\n \n\nThe SEC may propose additional rules or guidance that could\nimpact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group\non Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies\nto the then President of the United States. This report recommended the SEC implement five recommendations to address companies\nfrom jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these\nrecommendations were implemented with the enactment of the HFCAA. However, some of the recommendations were more stringent than\nthe HFCAA. For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended that the transition\nperiod before a company would be delisted would end on January 1, 2022.\n\n \n\nThe SEC has announced that the SEC staff is also actively assessing\nhow best to implement other requirements of the HFCAA, including the identification process and the trading prohibition requirements,\nand is preparing a consolidated proposal for the rules regarding the implementation of the HFCAA and to address the recommendations in\nthe PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of\nthe PWG recommendations will be adopted. The implications of this possible regulation, in addition to the requirements of the HFCAA,\nare uncertain. Such uncertainty could cause the market price of our Shares to be materially and adversely affected, and our securities\ncould be delisted or prohibited from being traded on the U.S. national securities exchange earlier than would be required by the\nHFCAA. If it were determined that the PCAOB is unable to inspect or investigate our auditor completely, the trading in our Shares\nwould be prohibited, and as a result, Nasdaq might determine to delist our Shares. If our Shares are unable to be listed on another securities\nexchange by then, such a delisting would substantially impair your ability to sell or purchase our Shares when you wish to do so, and\nthe risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Shares.\n\n \n\n**If we become directly subject to the recent\nscrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate\nand resolve the matter which could harm our business operations, stock price and reputation and could result in a loss of your investment\nin our stock, especially if such matter cannot be addressed and resolved favorably.**\n\n \n\nRecently, U.S. public companies that have substantially\nall of their operations in China, including Hong Kong, have been the subject of intense scrutiny, criticism and negative publicity\nby investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity\nhas centered around financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting,\ninadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the\nscrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased\nin value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC\nenforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny,\ncriticism and negative publicity will have on our company, our business and our stock price. If we become the subject of any unfavorable\nallegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such\nallegations and/or defend our company. This situation will be costly and time consuming and distract our management from growing our\ncompany.\n\n \n\n17\n\n[Table of Contents](#toc)\n\n \n\n**We could be subject to the Trial Administrative Measures,\nand, if required, we cannot assure you that we will be able to complete the Trial Administrative Measures procedures on time or at all.**\n\n \n\nOn February 17, 2023, the CSRC promulgated the Trial Administrative\nMeasures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”), which became\neffective on March 31, 2023. Compared to the Draft Rules, the Trial Administrative Measures further clarified and emphasized several\naspects, including: (i) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies”\nin compliance with the principle of “substance over form” and particularly, an issuer will be required to go through the\nfiling procedures under the Trial Administrative Measures if the following criteria are met at the same time: (a) 50% or more of the\nissuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements\nfor the most recent accounting year is accounted for by PRC domestic companies, and (b) the main parts of the issuer’s business\nactivities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge\nof its business operation and management are mostly Chinese citizens or domiciled in mainland China; (ii) exemptions from immediate\nfiling requirements for issuers that (a) have already been listed or registered but not yet listed in foreign securities markets, including\nU.S. markets, prior to the effective date of the Trial Administrative Measures, (b) are not required to re-perform the regulatory\nprocedures with the relevant overseas regulatory authority or the overseas stock exchange, or (c) whose such overseas securities offering\nor listing shall be completed before March 31, 2024. However, such issuers shall carry out filing procedures as required if they\nconduct refinancing or are involved in other circumstances that require filing with the CSRC; (iii) a negative list of types of\nissuers banned from listing overseas, such as issuers under investigation for bribery and corruption; (iv) regulation of issuers\nin specific industries; (v) issuers’ compliance with national security measures and the personal data protection laws; and\n(vi) certain other matters such as: an issuer must file with the CSRC within three business days after it submits an application\nfor initial public offering to competent overseas regulators; and subsequent reports shall be filed with the CSRC on material events,\nincluding change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings.\n\n \n\n As the Trial Administrative Measures are newly issued,\nthere remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that if the Company becomes\nsubject to such filing requirements that we will be able to obtain clearance from the CSRC in a timely fashion or at all.\n\n \n\nBecause the Basic Law, which is a national law of the PRC and\nconstitutional document for Hong Kong, provides Hong Kong with a high degree of autonomy and executive, legislative and independent\njudicial powers, including that of final adjudication under the principle of “one country, two systems,’’ we do not\nbelieve we or our Operating Subsidiaries are subject to most PRC laws or regulations relating to overseas securities offerings, including\nthe Trial Administrative Measures. Further, the Company does not believe it will be subject to the Trial Administrative Measures because\nthe Company does not have: (i) 50% or more of its operating revenue, total profit, total assets or net assets as documented in its\naudited consolidated financial statements for the most recent accounting year accounted for by PRC domestic companies; (ii) any\nmain parts of its business activities conducted in mainland China; (iii) its main places of business located in mainland China;\nor (iv) although some of the senior managers of the Company are Chinese citizens and/or domiciled in mainland China, the rest of\nthe senior managements of the Company in charge of its business operations and management consists Hong Kong permanent residents and\ndomiciled in Hong Kong, and the directors of the Operating Subsidiaries, through which the Company conducts its business, are mostly\nHong Kong permanent residents and are domiciled in Hong Kong.\n\n \n\nHowever, there may be prominent risks associated with our operations\nbeing in Hong Kong. There are also risks that the Chinese government may intervene or influence our operations at any time or may\nexert more control over offerings conducted overseas, which could result in a material change in our operations or the value of our securities.\nIf there is a significant change to current political arrangements between mainland China and Hong Kong resulting in Hong Kong\ncompanies being subject to the Trial Administrative Measures, companies operated in Hong Kong may face similar regulatory risks\nas those operated in the PRC, which may affect our ability to offer securities to investors, list securities on a U.S. or other\nforeign exchange, conduct our business or accept foreign investment.\n\n \n\n**There remain some uncertainties as to whether we will be\nrequired to obtain approval from Chinese authorities to list on U.S. exchanges in the future, and if required, we cannot assure\nyou that we will be able to obtain such approval.**\n\n \n\nOn July 7, 2022, the Cyberspace Administration of China (“CAC”)\npromulgated the Security Assessment Measures for Cross-border Data Transfers (the “SAMCDT”) with effect from September 1,\n2022. These measures require the data processor providing data overseas and falling under any of the following circumstances apply for\nthe security assessment of cross-border data transfer by the national cybersecurity authority through its local counterpart: (i) where\nthe data processor intends to provide important data overseas; (ii) where the critical information infrastructure operator and any\ndata processor who has processed personal information of more than 1,000,000 people intend to provide personal information overseas;\n(iii) where any data processor who has provided personal information of 100,000 people or sensitive personal information of 10,000\npeople to overseas recipients accumulatively since January 1 of the last year intends to provide personal information overseas;\nand (iv) other circumstances where the security assessment of data cross-border transfer is required as prescribed by the CAC.\n\n \n\nWe believe the SAMCDT does not currently have, and is not likely\nin the future to have, any material impact on our business, financial condition or results of operations because the Basic Law, which\nis a national law of the PRC and constitutional document for Hong Kong, provides Hong Kong with a high degree of autonomy and executive,\nlegislative and independent judicial powers, including that of regulating cybersecurity under the principle of “one country, two\nsystems.’’ Accordingly, we believe we or our Operating Subsidiaries are not subject to most PRC laws or regulations relating\nto cybersecurity, including the SAMCDT.\n\n \n\nFurther, we also believe the SAMCDT does not and will not have\na material impact on the Company because: (i) we are a holding company incorporated in the BVI with all of our operations conducted\nby the operating entity in Hong Kong; (ii) we conduct substantially all of our operations in Hong Kong and substantially\nall of our assets are located in Hong Kong; (iii) we have not established any subsidiary or VIE structure in mainland China;\n(iv) as of date of this Annual Report, we have neither collected nor stored personal information of PRC individual clients; and\n(v) as of the date of this Annual Report, we have not been informed by any PRC governmental authority of any requirement of review\nfor overseas listing.\n\n \n\n18\n\n[Table of Contents](#toc)\n\n \n\nHowever, there may be prominent risks associated with our operations\nbeing in Hong Kong. There are also risks that the Chinese government may intervene or influence our operations at any time or may\nexert more control over Hong Kong operating companies, which could result in a material change in our operations or the value of\nour securities. If there is a significant change to current political arrangements between mainland China and Hong Kong, companies\noperated in Hong Kong may face similar regulatory risks as those operated in the PRC, including its ability to offer securities\nto investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment being subject\nto the SAMCDT.\n\n \n\n**Risks Related to Our Ordinary Shares**\n\n \n\n**We may need additional capital and may sell additional\nOrdinary Shares or other equity securities or incur indebtedness, which could result in additional dilution to our shareholders or increase\nour debt service obligations.**\n\n \n\nWe may require additional cash resources due to changed business\nconditions or other future developments, including any investments or acquisitions we may decide to pursue. If our cash resources are\ninsufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility.\nThe sale of additional equity securities or equity-linked debt securities could result in additional dilution to our shareholders. The\nincurrence of indebtedness would result in debt service obligations and could result in operating and financing covenants that would\nrestrict our operations. We cannot assure you that financing will be available in amounts or terms acceptable to us, if at all.\n\n \n\n**The market for our Ordinary Shares may not provide investors\nwith adequate liquidity.**\n\n \n\nLiquidity of the market for our Ordinary Shares depends on a\nnumber of factors, including our financial condition and operating results, the number of holders of our Ordinary Shares, the market\nfor similar securities and the interest of securities dealers in making a market in the securities. We cannot predict the extent to which\ninvestor interest in the Company will maintain a trading market in our Ordinary Shares, or how liquid that market will be. If an active\nmarket is not maintained, investors may have difficulty selling Ordinary Shares that they hold.\n\n \n\n**Prior to the completion of our IPO in January 2025 and\nthe initial listing on Nasdaq Capital Market, there has been no public market for our Ordinary Shares. You may not be able to resell\nthe Ordinary Shares at or above the price you paid, or at all.**\n\n \n\nPrior to the completion of our IPO in January 2025, there has\nbeen no public market for our Ordinary Shares. Although our Ordinary Shares are on the Nasdaq Capital Market, if an active trading market\nfor the Ordinary Shares does not develop, the market price and liquidity of the Ordinary Shares will be materially and adversely affected.\n\n \n\nWe cannot assure you that an active trading market for the Ordinary\nShares will develop or that the market price of the Ordinary Shares will not decline below the initial public offering price.\n\n \n\n**The global economic and geo-political conditions\nhave been, and continue to be, challenging, and have had, and may continue to have, an adverse effect on the financial markets and the\neconomy in general, which has had, and may continue to have, a material adverse effect on our business, financial performance and results\nof operations and the prices of our Ordinary Shares.**\n\n \n\nIn February 2022, a military conflict arose between Russia\nand Ukraine, with the latter being supported by countries in the NATO alliance as well as others around the globe, including imposition\nof financial and trade sanctions against Russia. Although the length, impact and outcome of the ongoing military conflict in Ukraine\nis highly unpredictable, this conflict could lead to significant market and other disruptions, including significant volatility in commodity\nprices, supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes\nin consumer or purchaser preferences as well as increase in cyberattacks and espionage. In the event the conflict continues or extends\nbeyond Ukraine, together with reduction or stoppage of energy exports from Russia, the global economy could face a recessionary downturn.\nFurther, the recent war in Iran could cause and exacerbate the disruption to the global economy. We may not have sufficient protection\nor recovery plans in certain circumstances, such as a significant natural disaster or war, and our business interruption insurance may\nbe insufficient to compensate us for losses that may occur. \n\n \n\nThe withdrawal of the UK from the EU in January 2020, commonly\nreferred to as “Brexit,” has also created significant political and economic uncertainty regarding the future trading relationship\nbetween the UK and the EU as well as other countries, such as the United States, Australia, and New Zealand. In particular, the\nUK and the EU have ratified a trade and cooperation agreement governing their future relationship and the UK continues to negotiate agreements\non specific areas of trade and economic arrangements with other countries. The UK-EU trade and cooperation agreement addresses trade,\neconomic arrangements, law enforcement, judicial cooperation and a governance framework including procedures for dispute resolution,\namong other things. Because the agreement merely sets forth a framework in many respects and will require complex additional bilateral\nnegotiations between the UK and the EU as both parties continue to work on the rules for implementation, significant political and economic\nuncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal.\nThese developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global\neconomic conditions and financial markets, and may significantly reduce global market liquidity, restrict the ability of key market participants\nto operate in certain financial markets or restrict our access to capital. Any of these factors could have a material adverse effect\non our business, financial condition, results of operations and cash flows.\n\n \n\n19\n\n[Table of Contents](#toc)\n\n \n\nIn many countries globally, there are concerns over rising inflation\nand potential economic recessions. In particular, any worsening of the ongoing labor shortage and ongoing rise in inflation could significantly\nweaken global economies. Globally, countries have required and may continue to require additional financial support, sovereign credit\nratings have declined and may continue to decline, and there may be default on sovereign debt obligations of certain countries. In addition,\nthe U.S. Federal Reserve System and other regulatory bodies around the world may raise, or may announce intentions to raise, interest\nrates. Any of these global economic conditions may increase the cost of borrowing and cause credit to become more limited, which could\nhave a material adverse effect on our business, financial condition, results of operations and cash flows.  \n\n \n\nThese economic and geo-political conditions have affected,\nand may continue to affect, our business in several ways. The cost and availability of credit has been and may continue to be adversely\naffected by illiquid credit markets and wider credit spreads. If these market conditions continue or worsen, they may further limit our\nability to access financing or increase our cost of financing to meet liquidity needs, resulting in adverse effects on our financial\ncondition and results of operations. The current global economic slowdown and uncertainty about the future global economic conditions\ncould also continue to increase the volatility of the prices of our Ordinary Shares. We cannot predict the timing or duration of an economic\nslowdown or the timing or strength of a subsequent economic recovery generally or in our industry. If macroeconomic conditions worsen\nor the current global economic conditions continue for a prolonged period of time, we are not able to predict the impact that such conditions\nwill have on our industry in general, and our results of operations specifically.\n\n \n\n**The Company may issue additional Ordinary Shares or other\nequity securities without seeking approval of the Company’s shareholders, which would dilute your ownership interests and may depress\nthe market price of the Ordinary Shares.**\n\n \n\nThe Company may choose to seek third party or other financing\nto provide additional working capital, and/or compensate its directors, officers, employees and consultants with restricted stock units,\nrestricted stock and options to purchase Ordinary Shares, in which events the Company may issue additional equity securities. The Company\nmay also issue additional Ordinary Shares or other equity securities of equal or senior rank in the future for any reason or in connection\nwith, among other things, future acquisitions, the redemption of outstanding warrants, repayment of outstanding indebtedness or for compensatory\npurposes, without shareholder approval, in a number of circumstances. For example, in April 2026, the Company completed a registered\ndirect offering of 15,000,000 Ordinary Shares at US$0.40 per share pursuant to a Form F-1 registration statement. For further details\nof the offering, see “Item 10. Additional Information – 10.C. Material Contracts - Registered Direct Offering in April 2026”.\nThe Company has elected to follow home country practice in lieu of the requirements under Nasdaq Rule 5635(d) to seek shareholder approval\nin connection with certain transactions involving the sale, issuance, and potential issuance of its Ordinary Shares (or securities convertible\ninto or exercisable for its Ordinary Shares) at price less than certain referenced prices, if such shares equal 20% or more of the Company’s\nOrdinary Shares or voting power outstanding before the issuance. The Company also does not always seek shareholder approval in connection\nwith the establishment or material amendment of a stock option or purchase plan pursuant to which stock may be acquired by officers,\ndirectors, employees or consultants. This has resulted in substantial dilution to the Company’s shareholders from time to time\nin the past, and may continue to do so in the future. The Company has also elected to follow home country practice in lieu of the requirements\nunder Nasdaq Rule 5620(a) that we hold an annual meeting of shareholders no later than one year after the end of each fiscal year.\n\n \n\nThe Company’s issuance of additional Ordinary Shares or\nother equity securities of equal or senior rank would have the following effects:\n\n \n\n \n●\nThe Company’s existing\nshareholders’ proportionate ownership interest in the Company will decrease;\n\n \n \n \n\n \n●\nthe amount of cash available\nper share, including for payment of dividends in the future, may decrease;\n\n \n \n \n\n \n●\nthe relative voting strength\nof each previously outstanding Ordinary Share may be diminished; and\n\n \n \n \n\n \n●\nthe market price of the\nOrdinary Shares may decline.\n\n \n\n**The market price for the Ordinary Shares may be volatile\nand may be affected by economic conditions beyond our control.**\n\n \n\nThe trading prices of the Ordinary Shares are likely to be volatile\nand subject to wide fluctuations. In addition, the trading volume of our Ordinary Shares may fluctuate and cause significant price variations\nto occur. If the market price of our Ordinary Shares declines, you may be unable to resell your Ordinary Shares at a competitive price.\nWe cannot assure you that the market price of our Ordinary Shares will not fluctuate or significantly decline in the future. In addition,\nwe cannot assure you that a trading market for our Ordinary Shares will be maintained.\n\n \n\nSome specific factors that could negatively affect the price\nof our Ordinary Shares or result in fluctuations in their price and trading volume include:\n\n \n\n \n●\nregulatory developments affecting us, our consumers, or our industry;\n\n \n\n \n●\nconditions in the mobile game advertising business and the public perception\nof the legitimacy and ethics of certain business practices of our competitors or other market players within the industry;\n\n \n\n \n●\nannouncements of studies and reports relating to the quality of our\nproduct and service offerings or those of our competitors;\n\n \n\n \n●\nchanges in the economic performance or market valuations of other mobile\ngame advertising businesses;\n\n \n\n \n●\nactual or anticipated fluctuations in our prospects or operating results;\n\n \n\n \n●\nchanges in financial estimates by securities research analysts;\n\n \n\n \n●\nconditions in the U.S. and global financial markets\n\n \n\n \n●\nannouncements by us or our competitors of new product and service offerings,\nacquisitions, strategic relationships, joint ventures or capital commitments;\n\n \n\n20\n\n[Table of Contents](#toc)\n\n \n\n \n●\nadditions to or departures of our senior management;\n\n \n\n \n●\ndetrimental negative publicity about us, our management or our industry;\n\n \n\n \n●\nfluctuations of exchange rates between the HKD and the U.S. dollar;\n\n \n\n \n●\nrelease or expiry of lock-up or other transfer restrictions on\nour outstanding Ordinary Shares; and\n\n \n\n \n●\nsales or perceived potential sales of additional Ordinary Shares; and\n\n \n\n \n●\nthe other factors described in this “*Item 3. Key Information—3D.\nRisk Factors*” section and elsewhere in this Annual Report.\n\n \n\nIn recent years, the stock markets generally have experienced\nextreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of constituent\ncompanies. Broad market and industry factors may significantly affect the market price of our Ordinary Shares, regardless of our actual\noperating performance. These fluctuations may be even more pronounced in the trading market in the immediate future as we recently concluded\nour IPO.\n\n \n\n**If securities or industry analysts do not publish research\nor reports about our business, or if they adversely change their recommendations regarding the Ordinary Shares, the market price for\nthe Ordinary Shares and trading volume could decline.**\n\n \n\nThe trading market for our Ordinary Shares will be influenced\nby research or reports that industry or securities analysts publish about our business. If industry or securities analysts decide to\ncover us and in the future downgrade our Ordinary Shares, the market price for our Ordinary Shares would likely decline. If one or more\nof these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which\nin turn could cause the market price or trading volume for our Ordinary Shares to decline.\n\n \n\nIf research analysts do not establish and maintain adequate research\ncoverage or if one or more of the analysts who cover us downgrade the Ordinary Shares or publish inaccurate or unfavorable research about\nour business, the market price for our Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our company\nor fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market\nprice or trading volume for the Ordinary Shares to decline.\n\n \n\n**Certain recent IPOs of companies with relatively\nsmall public floats comparable to our public float have experienced extreme volatility that was seemingly unrelated to the actual or\nexpected operating performance and financial condition or prospects of the respective company. Our Ordinary Shares may potentially experience\nrapid and substantial price volatility, which may make it difficult for prospective investors to assess the rapidly changing value of\nour Ordinary Shares.**\n\n \n\nIn addition to the risks addressed above, the market price and\ntrading volume of our Ordinary Shares may be affected by economic conditions beyond our control and thus may be subject to rapid and\nsubstantial price volatility. Recently, companies with comparably small public floats and IPO sizes have experienced instances of extreme\nstock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective companies’\nactual or expected operating performance and financial condition or prospects. Although the specific cause of such volatility is unclear,\nour public float may amplify the impact the actions taken by a few shareholders have on the price of our shares, which may cause our\nshare price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Our\nOrdinary Shares may experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and\nfinancial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary\nShares. In addition, investors in our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary Shares\ndeclines or if such investors purchase our Ordinary Shares prior to any price decline.\n\n \n\n**We may be classified as a passive foreign investment company,\nwhich could result in adverse U.S. federal income tax consequences to U.S. Holders of our Ordinary Shares.**\n\n \n\nWe would be classified as a passive foreign investment company,\nor PFIC, for any taxable year if, after the application of certain look-through rules, either: (i) 75% or more of our gross income for\nsuch year is “passive income” (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended) (the\nincome test), or (ii) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year\nis attributable to assets that produce or are held for the production of passive income (the asset test). Based on the market price of\nour Ordinary Shares and the composition of our income and assets, including goodwill, although not clear, we do not expect to be treated\nas a PFIC for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, this is a factual\ndetermination that must be made annually after the close of each taxable year, and the application of the PFIC rules is subject to uncertainty\nin several respects. Moreover, the value of our assets for purposes of the PFIC determination will generally be determined by reference\nto the market price of our Ordinary Shares, which could fluctuate significantly. Therefore, there can be no assurance that we are not\na PFIC for the current taxable year or will not be classified as a PFIC in the future. Certain adverse U.S. federal income tax consequences\ncould apply to a U.S. Holder if we are treated as a PFIC for any taxable year during which such U.S. Holder holds our Ordinary Shares.\n\n \n\n21\n\n[Table of Contents](#toc)\n\n \n\nWe do not intend to rely on these exemptions and instead intend\nto comply with all of the applicable corporate governance requirements imposed by state and federal law, the rules and regulations of\nthe Securities and Exchange Commission and Nasdaq.\n\n \n\nOur board of directors has discretion as to whether to distribute\ndividends, subject to certain restrictions under BVI law, namely that immediately after the dividend, the value of our assets must exceed\nour liabilities, and we must be able to pay our debts as they fall due. Even if our board of directors decides to declare and pay dividends,\nthe timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash\nflow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial\ncondition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment\nin our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that\nour Ordinary Shares will appreciate in value after the IPO, or even maintain the price at which you purchased the Ordinary Shares.\n\n \n\n**To the extent cash or assets in the business is in Hong Kong\nor a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due\nto interventions in or the imposition of restrictions and limitations on the ability of you or your subsidiaries by the PRC government\nto transfer cash or assets.**\n\n \n\n We are a holding company incorporated in the BVI with no\nmaterial operations of our own. We conduct substantially all of our operations in Hong Kong through our Operating Subsidiaries.\nHong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected\nin the Basic Law of the Hong Kong Special Administrative Region, which is a national law of the PRC and constitutional document\nfor Hong Kong, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial\npowers, including that of final adjudication under the principle of “one country, two systems”. To the extent cash or assets\nin the business is located in Hong Kong, the funds or assets may not be available to fund operations or for other use outside of\nHong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on the Company’s\nability to transfer cash or assets.\n\n \n\n**We may need additional capital and may sell Ordinary Shares\nor other equity securities or incur indebtedness, which could result in additional dilution to our shareholders or increase our debt\nservice obligations.**\n\n \n\nWe may require additional cash resources due to changed business\nconditions or other future developments, including any investments or acquisitions we may decide to pursue. If our cash resources are\ninsufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility.\nThe sale of additional equity securities or equity-linked debt securities could result in additional dilution to our shareholders.\nThe incurrence of indebtedness would result in debt service obligations and could result in operating and financing covenants that would\nrestrict our operations. We cannot assure you that financing will be available in amounts or terms acceptable to us, if at all.\n\n \n\n**Certain existing shareholders have substantial influence\nover our Company and their interests may not be aligned with the interests of our other shareholders.**\n\n \n\nOur directors, officers and beneficial holders of more than 5%\nof our outstanding Shares collectively own an aggregate of approximately 73.5 % of the total voting power of our outstanding 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 may take actions that are not in the best interest of us\nor our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which\ncould deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale by our company and may reduce\nthe price of the Ordinary Shares. In addition, the significant concentration of share ownership may adversely affect the trading price\nof the Ordinary Shares due to investors’ perception that conflicts of interest may exist or arise. For more information regarding\nour principal shareholders and their affiliated entities, see “*Security Ownership of Certain Beneficial Owners and Management*.”\n\n \n\n22\n\n[Table of Contents](#toc)\n\n \n\n**We are an emerging growth company within the meaning of\nthe Securities Act and may take advantage of certain reduced reporting requirements.**\n\n \n\nWe are an “emerging growth company,” as defined in\nthe JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are\nnot emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of\nSection 404 of the Sarbanes-Oxley Act of 2002 so long as we are an emerging growth company. As a result, if we elect\nnot to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.\n\n \n\nIn addition, under the JOBS Act, emerging growth companies can\nalso delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected\nto avail ourselves of an exemption that allows us to delay adopting new or revised accounting standards until such time as those standards\napply to private companies. As a result, we will not be subject to the same new or revised accounting standards as other public companies\nthat comply with the public company effective dates. We have also in the past elected to take advantage of certain of the reduced disclosure\nobligations and may elect to take advantage of other reduced reporting requirements in future filings. As a result of these elections,\nthe information that we provide to our shareholders may be different than you might receive from other public reporting companies.\n\n \n\n**We are a foreign private issuer within the meaning of the\nrules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.**\n\n \n\nBecause we qualify as a foreign private issuer under the Exchange Act,\nwe are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic\nissuers, including:\n\n \n\n \n●\nthe rules under the Exchange Act requiring the filing with the\nSEC of quarterly reports on Form 10-Q or current reports on Form 8-K;\n\n \n\n \n●\nthe sections of the Exchange Act regulating the solicitation of\nproxies, consents or authorizations in respect of a security registered under the Exchange Act;\n\n \n\n \n●\nthe sections of the Exchange Act requiring insiders to file public\nreports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period\nof time; and\n\n \n\n \n●\nthe selective disclosure rules by issuers of material nonpublic information\nunder Regulation FD.\n\n \n\nSection 8103 of the National Defense Authorization Act for Fiscal\nYear 2026, named the “Holding Foreign Insiders Accountable Act” was signed into law on December 18, 2025, will require directors\nand officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Directors\nand officers will remain exempt from the short swing profit rules of Section 16 of the Exchange Act. \n\n \n\nWe will be required to file an annual report on Form 20-F within\nfour months of the end of each fiscal year. In addition, we intend to publish our results on a semi-annual basis as press releases,\ndistributed pursuant to the rules and regulations of the Nasdaq Capital Market. Press releases relating to financial results and material\nevents will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the\nSEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result,\nyou may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic\nissuer.\n\n \n\nAs a company incorporated in the BVI, we are permitted to adopt\ncertain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Capital Market corporate\ngovernance requirements; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the\nNasdaq Capital Market corporate governance requirements. We intend to rely on such home country practices with respect to our corporate\ngovernance, that differ in significant respects from the corporate governance requirements applicable to U.S. companies. For example,\nwe are exempt from the Nasdaq Listing Rules that require a listed U.S. company to:\n\n \n\n \n●\nhave a majority of the board of directors consist of independent directors;\n\n \n\n \n●\nrequire non-management directors to meet on a regular basis without\nmanagement present;\n\n \n\n \n●\nhave an independent compensation committee;\n\n \n\n \n●\nhave an independent nominating and corporate governance committee; and\n\n \n\n \n●\nseek shareholder approval for the implementation of certain equity compensation\nplans and issuances of ordinary shares.\n\n \n\nOur home country practices do not require each member of our\ncompensation committee and nominating and corporate governance committee to be an independent director. With respect to our audit committee,\nit is required to comply with the provisions of Rule 10A-3 of the Exchange Act applicable to U.S. companies listed on\nNasdaq. However, because we are a foreign private issuer, our audit committee is not subject to additional corporate governance requirements\nin the Nasdaq Listing Rules applicable to listed U.S. companies, including using more stringent criteria than those applicable to\nus as a foreign private issuer.\n\n \n\nThe Company has elected to follow home country practice in lieu\nof the requirements under Nasdaq Rule 5635(a), 5635(b), 5635(c), and 5635(d). As a result, the Company does not seek shareholder approval\nin connection with certain transactions involving the sale, issuance, and potential issuance of its Ordinary Shares (or securities convertible\ninto or exercisable for its Ordinary Shares) at price less than certain referenced prices, if such shares equal 20% or more of the Company’s\nOrdinary Shares or voting power outstanding before the issuance. Additionally, the Company has also elected to follow home country practice\nin lieu of the requirements under Nasdaq Rule 5620(a) that we hold an annual meeting of shareholders no later than one year after the\nend of each fiscal year.\n\n \n\nWe may in the future elect to follow additional home country\npractices in British Virgin Islands instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers\nwith regard to certain corporate governance matters.\n\n \n\n23\n\n[Table of Contents](#toc)\n\n \n\n**We may lose our foreign private issuer status in the future,\nwhich could result in significant additional costs and expenses.**\n\n \n\nAs discussed above, we are a foreign private issuer, and therefore,\nwe are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination\nof foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal\nquarter. We would lose our foreign private issuer status if, for example, more than 50% of our ordinary shares are directly or indirectly\nheld by residents of the U.S. and we fail to meet additional requirements necessary to maintain our foreign private issuer status.\nIn the future, if we lose our foreign private issuer status as of the last date of our second fiscal quarter, we would be required to\nfile with the SEC periodic reports and registration statements on U.S. domestic issuer forms beginning on the following January 1,\nwhich are more detailed and extensive than the forms available to a foreign private issuer. We would also have to mandatorily comply\nwith U.S. federal proxy requirements, and our officers, directors and principal shareholders would become subject to the short-swing profit\ndisclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions\nfrom certain corporate governance requirements under the Nasdaq Capital Market listing rules. As a U.S. listed public company that\nis not a foreign private issuer, we would incur significant additional legal, accounting and other expenses that we will not incur as\na foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.\n\n \n\n**We will need in the future to raise additional funds, inter\nalia, by equity, debt, or convertible debt financings, to fund our day to day operations and to support our growth, and those funds may\nbe unavailable on acceptable terms, or at all. As a result, we may be unable to meet our future capital needs, which may limit our ability\nto grow and jeopardize our ability to continue our business, and there is substantial doubt regarding our ability to continue as a going\nconcern.**\n\n \n\nWe plan to continue to make investments to support our growth\nand will require additional funds to respond to business challenges that may arise, including the need to develop new products and services,\nenhance our technology, scale and improve our operating infrastructure, or acquire complementary businesses and technologies. Accordingly,\nwe will need to engage in equity, debt or convertible debt financings to secure additional funds. We have also used our Ordinary Shares\nas currency to satisfy existing indebtedness. In raising additional funds by the issuance of equity securities or securities convertible\ninto equity securities, or the issuance of our securities to satisfy indebtedness, our shareholders have been and may in the future experience\nsubstantial dilution. Additionally, the Company has elected to follow home country practice in lieu of the requirements under Nasdaq\nRule 5635(d) to seek shareholder approval in connection with certain transactions involving the sale, issuance, and potential issuance\nof its Ordinary Shares (or securities convertible into or exercisable for its Ordinary Shares) at price less than certain referenced\nprices, if such shares equal 20% or more of the Company’s Ordinary Shares or voting power outstanding before the issuance. This\nhas resulted in substantial dilution to the Company’s shareholders from time to time in the past, and may continue to do so in\nthe future. Debt financing, such as credit facilities or corporate bonds, may involve covenants restricting our operations or our ability\nto incur additional debt. Debt financing may also require security arrangements including cash collateral agreements that restrict the\navailability of cash held as collateral which is the case for amounts we may borrow in the future. In addition, future equity financing\nor replacement or refinancing of any debt financings may not be available on terms favorable to us, or at all, and the fact that debt\nholders are repaid first may reduce our ability to raise a later equity financing and may limit the ability to distribute dividends.\n\n \n\n**There is less publicly available information\nconcerning the Company than there is for issuers that are not foreign private issuers because the Company is considered a foreign private\nissuer and is exempt from a number of rules under the Exchange Act, and is permitted to file less information with the SEC than issuers\nthat are not foreign private issuers.**\n\n \n\nThe Company is considered a “foreign private\nissuer” under the Exchange Act. A foreign private issuer under the Exchange Act is exempt from certain rules under the Exchange\nAct, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose\nsecurities are registered under the Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts\nthe selective disclosure of material non-public information. The Company is exempt from certain disclosure and procedural requirements\napplicable to proxy solicitations under Section 14 of the Exchange Act. The Company currently prepares its financial statements in accordance\nwith IFRS. The Company will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long\nas its financial statements are prepared in accordance with IFRS as issued by the International Accounting Standards Board. The Company\nis not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders.\nThe members of the Company’s board of directors, officers and principal shareholders are exempt from the reporting and “short-swing”\nprofit recovery provisions of Section 16 of the Exchange Act with respect to their purchases and sales of Company securities. Accordingly,\nthere will likely be less publicly available information concerning the Company than there is for companies whose securities are registered\nunder the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by\nsuch companies. \n\n \n\nIn addition, certain information may be provided\nby the Company in accordance with BVI law, which may differ in substance or timing from such disclosure requirements under the Exchange\nAct. As a foreign private issuer, under Nasdaq rules the Company is subject to less stringent corporate governance requirements. Subject\nto certain exceptions, the rules of Nasdaq permit a foreign private issuer to follow its home country practice in lieu of the listing\nrequirements of Nasdaq, including, for example, certain internal controls as well as board, committee and director independence requirements.\nThe Company intends from time to time to follow BVI corporate governance practices in lieu of Nasdaq corporate governance rules and followed\nBVI practices to: (a) follow home country practice in lieu of the requirements under Nasdaq Rule 5635(d) to seek shareholder approval\nin connection with certain transactions involving the sale, issuance, and potential issuance of its Ordinary Shares (or securities convertible\ninto or exercisable for its Ordinary Shares) at price less than certain referenced prices, if such shares equal 20% or more of the Company’s\nOrdinary Shares or voting power outstanding before the issuance, (b) follow home country practice in lieu of the requirements under Nasdaq\nRule 5635(c) to seek shareholder approval in connection with the establishment or material amendment of a stock option or purchase plan\nor arrangement pursuant to which stock may be acquired by officers, directors, employees or consultants, and (c) follow home country\npractice in lieu of the requirements under Nasdaq Rule 5620(a) that the Company hold an annual meeting of shareholders no later than\none year after the end of each fiscal year.\n\n \n\nWe cannot assure you that we will not avail ourselves\nof other such exceptions in the future. If the Company determines to follow BVI corporate governance practices in lieu of Nasdaq corporate\ngovernance standards, the Company will disclose each Nasdaq rule that it does not intend to follow and describe the BVI practice that\nthe Company will follow in lieu thereof.\n\n** **\n\n24\n\n[Table of Contents](#toc)\n\n \n\n**If we cannot continue to satisfy the listing requirements\nand other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities\nand your ability to sell them.**\n\n \n\nOur Ordinary Shares are listed on the Nasdaq Capital Market under\nthe symbol “TJGC”. However, we cannot assure you that our securities will continue to be listed on Nasdaq Capital Market.\n\n \n\nIn order to maintain our listing on the Nasdaq Capital Market,\nwe will be required to comply with certain rules the Nasdaq Capital Market, including those regarding minimum stockholders’ equity,\nminimum share price, minimum market value of publicly held shares, and various additional requirements. Even though we initially satisfied\nthe listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements\nand applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could\nbe subject to delisting.\n\n \n\nOn March 26, 2026, the Company received a notice from the Listings\nQualifications Department (the “Staff”) of Nasdaq notifying the Company that the minimum bid price per share of its ordinary\nshares was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement\nset forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),\nthe Company has a compliance period of one hundred eighty (180) calendar days, or until September 22, 2026 (the “Compliance Period”),\nto regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid\nprice per share of the Company’s ordinary shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq\nwill provide the Company a written confirmation of compliance and the matter will be closed. In the event the Company does not regain\ncompliance by September 22, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company\nwill be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards\nfor the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention\nto cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. The Company has\ntaken action to address the non-compliance, including effecting a 3-for-1 share consolidation.\n\n \n\nOn July 1, 2026, the Company received a formal notification from\nthe Staff confirming that the Company has regained compliance with the Nasdaq Minimum Bid Price Requirement. Specifically, the Staff\ndetermined that from June 16, 2026 to June 30, 2026, the closing bid price of the Company’s Ordinary Shares has been at $1.00 per\nshare or greater for at least 10 consecutive business days. Accordingly, the Company has regained compliance with Nasdaq Listing Rule\n5550(a)(2) and Nasdaq considers the prior bid price deficiency matter has been closed.\n\n \n\nAdditionally, as of the date of this Annual Report, the Company\nhas not timely filed its interim financial statements for the six months ended September 30, 2025 on Form 6-K with the SEC. The late\nfiling has been rectified, and the required Form 6-K was submitted on April 15, 2026. To date, the Company has not received a deficiency\nnotice from Nasdaq relating to this matter. Nevertheless, there can be no assurance that Nasdaq will not issue a deficiency notice or\ntake other actions with respect to the prior non-compliance. If Nasdaq determines that the Company is not in compliance with Nasdaq Listing\nRule 5250(c)(2) for continued listing, the Company may be required to submit a compliance plan within any prescribed timeframe, and there\ncan be no assurance that Nasdaq will accept such plan or grant any extension of time for the Company to regain compliance. While receipt\nof any such deficiency notice would have no immediate effect on the listing or trading of the Company's Ordinary Shares, and the Company's\nOrdinary Shares would continue to trade on the Nasdaq Capital Market under the symbol \"TJGC\" during any compliance period,\nif the Company is unable to regain compliance with Nasdaq Listing Rule 5250(c)(2) within the timeframe permitted by Nasdaq, the Company’s\nOrdinary Shares may be delisted from the Nasdaq Capital Market, which would have a material adverse effect on the liquidity of the Company’s\nOrdinary Shares and could adversely affect the market price of the Ordinary Shares and the Company’s ability to raise additional\ncapital.\n\n \n\nIf the Nasdaq Capital Market delists our securities from trading,\nwe could face significant consequences, including:\n\n \n\n \n●\na limited availability for market quotations for our securities;\n\n \n\n \n●\nreduced liquidity with respect to our securities;\n\n \n\n \n●\na determination that our Ordinary Shares is a “penny stock,”\nwhich will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level\nof trading activity in the secondary trading market for our Ordinary Shares;\n\n \n\n \n●\nlimited amount of news and analyst coverage; and\n\n \n\n \n●\na decreased ability to issue additional securities or obtain additional\nfinancing in the future.\n\n \n\n**Nasdaq has proposed new listing rules that, if adopted,\ncould result in the suspension of trading and delisting of our securities if we fail to maintain a minimum market value of listed securities.**\n\n \n\nOn January 13, 2026, Nasdaq submitted to the SEC proposed rule\nchanges that would require companies listed on the Nasdaq Global Market and Nasdaq Capital Market to maintain a minimum market value\nof listed securities of at least $5 million for 30 consecutive trading days. The proposal would also permit the suspension of trading\nand immediate delisting of securities of companies that fail to meet this requirement, without providing a cure or compliance period,\nand would modify the procedures and discretion applicable to hearings before a Nasdaq Hearings Panel. If these proposed rules are approved\nand become effective, and if we are unable to maintain the required minimum market value of our listed securities, our securities could\nbe suspended from trading and delisted from Nasdaq, which could adversely affect the liquidity and market price of our securities and\nour ability to raise capital.\n\n \n\n**We will incur increased costs as a result of being a public\ncompany.** \n\n \n\nAs a public company, we expect to incur significant legal, accounting\nand other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently\nimplemented by the SEC and the Nasdaq Capital Market, impose various requirements on the corporate governance practices of public companies.\nAs a company with less than US$1.235 billion in net revenues for our last fiscal year, we qualify as an “emerging growth company”\npursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are\notherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under\nSection 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control\nover financial reporting.\n\n \n\n25\n\n[Table of Contents](#toc)\n\n \n\nWe expect these rules and regulations to increase our legal and\nfinancial compliance costs and to make some corporate activities more time-consuming and costly. We expect to incur significant\nexpenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002\nand the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will need to increase\nthe number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect\nthat operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance,\nand we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar\ncoverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more\ndifficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and\nmonitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the\namount of additional costs we may incur or the timing of such costs.\n\n \n\nIn the past, shareholders of a public company often brought securities\nclass action suits against the company following periods of instability in the market price of that company’s securities. If we\nwere involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from\nour business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit.\nAny such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future.\nIn addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse\neffect on our financial condition and results of operations.\n\n \n\n**If we fail to establish and maintain proper internal financial\nreporting controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.**\n\n \n\nWe have limited accounting personnel and other resources with\nwhich to address our internal controls and procedures. We will be in a continuing process of developing, establishing, and maintaining\ninternal controls and procedures that will allow our management to report on, and our independent registered public accounting firm to\nattest to, our internal controls over financial reporting if and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002.\nAlthough our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over\nfinancial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until the date we are no longer an emerging growth\ncompany, our management will be required to report on our internal controls over financial reporting under Section 404.\n\n \n\n**Our Ordinary Shares may be prohibited from being traded\non a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for two consecutive years\nbeginning in 2021. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the\nvalue of your investment.**\n\n \n\nThe HFCAA was enacted on December 18, 2020. The HFCAA states\nif the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject\nto inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such company’s securities\nfrom being traded on a national securities exchange or in the over-the-counter trading market in the U.S.\n\n \n\nOn March 24, 2021, the SEC adopted interim final rules relating\nto the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with\nthese rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by\nthe SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements\ndescribed above.\n\n \n\nOn June 22, 2021, the U.S. Senate passed a bill which,\nif passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years\nrequired for triggering the prohibitions under the HFCAA from three years to two years.\n\n \n\nOn September 22, 2021, the PCAOB adopted a final rule implementing\nthe HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable\nto inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken\nby one or more authorities in that jurisdiction.\n\n \n\nOn December 2, 2021, the SEC issued amendments to finalize\nrules implementing the submission and disclosure requirements in the HFCAA which took effect on January 10, 2022. The rules apply\nto registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting\nfirm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken\nby an authority in foreign jurisdictions.\n\n \n\nOn December 16, 2021, PCAOB announced the PCAOB HFCAA determinations\n(the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public\naccounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the\nPRC.\n\n \n\n26\n\n[Table of Contents](#toc)\n\n \n\nOn August 26, 2022, the PCAOB announced that it had signed\nan SOP with the CSRC and the Ministry of Finance of China. The SOP Agreements establish a specific, accountable framework to make possible\ncomplete inspections and investigations by the PCAOB of audit firms based in PRC and Hong Kong, as required under U.S. law.\nThe Agreement remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to\nthe SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation\nand the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction. According to the PCAOB,\nits December 2021 determinations under the HFCA Act remain in effect. The PCAOB is required to reassess these determinations by\nthe end of 2022. Under the PCAOB’s rules, a reassessment of a determination under the HFCA Act may result in the PCAOB reaffirming,\nmodifying or vacating the determination.\n\n \n\nOn December 15, 2022, the PCAOB issued a new Determination\nReport which: (1) vacated the PCAOB determinations; and (2) concluded that the PCAOB has been able to conduct inspections and\ninvestigations completely in the PRC in 2022. The December 15, 2022 Determination Report cautions, however, that authorities in\nthe PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completely. As required\nby the HFCA Act, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken\nby an authority in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination.\n\n \n\nOur auditor, Kreit & Chiu CPA LLP, the independent registered\npublic accounting firm that issues the audit report included in this Annual Report, as a firm headquartered in New York and registered\nwith the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance\nwith the applicable professional standards.\n\n \n\nHowever, we cannot assure you whether Nasdaq or other regulatory\nauthorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit\nprocedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience\nas it relates to the audit of our financial statements. It remains unclear what the SEC’s implementation process related to the\nabove rules and regulations will entail or what further actions the SEC, the PCAOB or Nasdaq will take to address these issues and what\nimpact those actions will have on companies that have significant operations in the PRC and/or Hong Kong and have securities listed\non a U.S. stock exchange. In addition, any additional actions, proceedings, or new rules resulting from these efforts to increase\nU.S. regulatory access to audit information could create some uncertainty for investors, the market price of our Ordinary Shares\ncould be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being\nrequired to engage a new audit firm, which would require significant expense and management time."}