{"url_path":"/sec/tjgc/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","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":11107,"has_tables":true,"body_markdown":"**ITEM 4. INFORMATION ON THE COMPANY**\n\n \n\n**A. History and Development of the Company**\n\n \n\n**Our Corporate History and Structure**\n\n \n\nTJGC Group or the Company is a BVI business company limited by\nshares, incorporated in the BVI on May 13, 2022. It holds 100% of the outstanding equity in the Operating Subsidiaries companies, each\nof which is organized under the laws of Hong Kong.\n\n \n\nOn March 20, 2023, the Company amended its memorandum of\nassociation to authorize the issuance of an unlimited number of Ordinary Shares with no par value.\n\n \n\nOn February 27, 2024, the Company effected a forward share\nsplit of its outstanding Ordinary Shares at a ratio of 1:1300, resulting in 13,000,000 Ordinary Shares issued and outstanding after the\nshare split. All shares and per share amounts used in this Annual Report and in the accompanying audited condensed consolidated financial\nstatements have been retroactively adjusted to reflect this share split.\n\n \n\nOn December 16, 2024, we formed CTRL Games Limited and CTRL Solutions\nLimited, our wholly-owned subsidiaries.\n\n \n\nOn January 23, 2025, the Company closed its IPO of 2,000,000\nordinary shares, no par value per share. The Ordinary Shares were priced at $4.00 per share, and the offering was conducted on a firm\ncommitment basis. The Ordinary Shares were approved for listing on the Nasdaq Capital Market and commenced trading under the ticker symbol\n“MCTR” on January 22, 2025.\n\n \n\nOn January 24, 2025, R.F. Lafferty & Co., Inc., as the representative\nof the underwriters for the IPO, exercised its over-allotment option to purchase an additional 300,000 ordinary shares of the Company\nat the public offering price of $4.00 per share. The closing for the sale of the over-allotment shares took place on January 27, 2025.\nThe IPO and the exercise of the over-allotment option with net proceeds totaling HK$64,093,706 (US$8,238,371) from the offering after\ndeducting underwriting discounts and offering expenses of $7,369,135 (US$947,202) from the gross proceeds totaling HK$71,462,841 (US$9,200,000).\n\n \n\nOn September 19, 2025, we formed Tongjiang Group Limited, our\nwholly-owned subsidiary.\n\n \n\nOn November 11, 2025, we changed the name of the Company from\n“CTRL Group Limited” to “TJGC Group Limited”.\n\n \n\nOn October 31, 2025, the board of directors of the Company and\nholders of a majority of the issued and outstanding voting stock of the Company, acting by written consent in lieu of a meeting, in accordance\nwith the applicable provisions of BVI law and the Company’s Bylaws, approved a change of the name of the Company to “TJGC\nGroup Limited”. The name change was approved by the Registrar of Corporate Affairs in the British Virgin Islands on November 11,\n2025, and become effective that same day. The Company’s ordinary shares will continue be listed and traded on the Nasdaq Capital\nMarket under the current ticker symbol “MCTR”. The CUSIP number for the Company’s ordinary shares will remain unchanged.\n\n \n\n27\n\n[Table of Contents](#toc)\n\n \n\nOn Wednesday, December 10, 2025, the Company changed the trading\nsymbol for the Ordinary Shares to “TJGC”, formerly “MCTR.”\n\n \n\nOn January 19, 2026, we formed Horgos Gongchuang Huitong Technology\nCo., Ltd., our wholly-owned subsidiary.\n\n \n\nOn March 12, 2026, the Company filed a registration statement\non Form F-1 with the SEC in connection with a proposed public offering of its no par value Ordinary Shares.\n\n \n\nOn March 26, 2026, the Company received a notice from the Listings\nQualifications Department (the “Staff”) of The 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 Rule set\nforth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq notification letter does not result in the immediate delisting of the Company’s\nOrdinary Shares, and the Shares will continue to trade uninterrupted under the symbol “TJGC.” Pursuant to Nasdaq Listing\nRule 5810(c)(3)(A), the Company has a Compliance Period of one hundred eighty (180) calendar days, or until September 22, 2026, to regain\ncompliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per\nshare of the Company’s Ordinary Shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide\nthe Company a written confirmation of compliance and the matter will be closed. In the event the Company does not regain compliance by\nSeptember 22, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required\nto meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq\nCapital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the\ndeficiency during the second compliance period, including by effecting a reverse stock split, if necessary. The Company has taken action\nto 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. There\ncan be no assurance that Nasdaq will accept the Company’s compliance plan or grant any extension of time for the Company to regain\ncompliance. For more information, see “*Risk Factors — If we cannot continue to satisfy the listing requirements and other\nrules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your\nability to sell them*.” \n\n \n\nAs of the date of this Annual Report, the Company has four (4)\ndirect wholly-owned subsidiaries. In addition, the Company has one (1) indirect wholly-owned subsidiary, Horgos Gongchuang Huitong, which\nis held by Tongjiang Group.\n\n \n\nCTRL Media is a limited company incorporated on June 6, 2014.\nWe also formed several new wholly-owned subsidiaries: CTRL Games Limited and CTRL Solutions Limited on December 16, 2024, Tongjiang\nGroup Limited on September 19, 2025; and Horgos Gongchuang Huitong Technology Co., Ltd. on January 19, 2026. We conduct all of our operations\nthrough our Operating Subsidiaries. CTRL Media is an integrated marketing and advertising services provider in Hong Kong specializing\nin mobile games promotion for the local market. Through CTRL Media, the Company is s engaging in the one-stop advertising services to\ncustomers in Hong Kong.\n\n \n\nIn 2025, we have started to explore new business opportunities\nthrough our newly-formed subsidiaries, CTRL Solutions, CTRL Games, and Tongjiang Group.\n\n \n\nCTRL Solutions is and will be principally engaged in advertising\nconsulting services. On February 14, 2025, CTRL Solutions entered into five (5) agreements with the same exhibition service provider,\nincluding four (4) Cooperative Agreements that amount to the total value of HK$15,292,500, and one (1) Exhibition Events Joint Investment\nAgreement having the value of HK$6,250,000. Pursuant to the Cooperative Agreements, the exhibition partner coordinated and organized\nfive exhibitions in the year ending March 31, 2026. All five exhibitions have been completed as of March 31, 2026. We believe that collaboration\nwith exhibition partners enhanced our marketing capabilities, such as by attracting more visitors and media coverage.\n\n \n\nCTRL Games will be principally engaged in game publishing. On March\n7, 2025, CTRL Games entered into a Game Development Agreement with Esport Games Limited, a service provider, to develop mobile games platform\nwhich amounted to US$2.1 million. Subsequently, on January 30, 2026, the parties entered into a supplemental agreement, pursuant to which\nthey mutually agreed to reduce the total contract consideration under the Game Development Agreement to approximately US$1.9 million.\nIn addition, on June 13, 2025, CTRL Games entered into an agreement with QMO Digital Co., Ltd, another vendor, for the development of\na game membership platform webpage and a software development kit (SDK) with one-year technical maintenance and support. The aggregate\ncontract value under the agreement is approximately US$500,000. We hope to become a mobile game operator after the game is successfully\ndeveloped; however, there is no guarantee that the Company will develop a game which works and/or will be successful.\n\n \n\n28\n\n[Table of Contents](#toc)\n\n \n\nTongjiang Group will be principally engaged in high-value-added\nconsulting and international trade services to diversify the Company’s business portfolio and enhance its comprehensive service\ncapabilities. The Company expects to expand into emerging markets (such as mainland China, Southeast Asia, and the Middle East) through\ninternet technology services, internet sales and international trade, creating new growth areas for the Company.\n\n \n\nHorgos Gongchuang Huitong, a subsidiary established in January\n2026, had not commenced any operations as of the date of this Annual Report. On July 3, 2026, Horgos Gongchuang Huitong passed a resolution\nto dissolve the company and commence its deregistration and liquidation procedures. The statutory public notice period for the liquidation\ncommenced on July 3, 2026 and will end on August 17, 2026. As of the date of this Annual Report, the liquidation is still in progress.\nUpon completion of the liquidation, Horgos Gongchuang Huitong will cease to be a subsidiary of the Company.\n\n \n\nThe following diagram illustrates our corporate structure, including\nour subsidiaries and consolidated affiliated entities, as of the date of this Annual Report.\n\n \n\n \n\n**Our Reorganization**\n\n \n\nOn January 6, 2023, the Company consummated a series of\ntransactions with shareholders of CTRL Media (the “Reorganization”), resulting in TJGC Group becoming the sole owner and\nholding company of CTRL Media.\n\n \n\nOn January 6, 2023, Mr. Shum Tsz Cheung, as the legal and beneficial\nowner of 10,200 shares of CTRL Media (representing approximately 51% of the aggregate outstanding shares of CTRL Media), transferred\n10,200 shares of CTRL Media to the Company for cash consideration of HK$1 (one Hong Kong Dollar). Mr. Shum is the holder and beneficial\nowner of 51% of the outstanding Shares of TJGC Group.\n\n \n\nAlso on January 6, 2023, Mr. Lam Kai Kwan, as the legal and beneficial\nowner of 7,600 shares of CTRL Media (representing 38% of the aggregate outstanding shares of CTRL Media), transferred 7,600 shares of\nCTRL Media to the Company for cash consideration of HK$1 (one Hong Kong Dollar). Mr. Lam is the holder and beneficial owner of 38% of\nthe outstanding Shares of TJGC Group.\n\n \n\nAlso on January 6, 2023, Mr. Siu Chun Pong, as the legal and\nbeneficial owner of 2,200 shares of CTRL Media (representing 11% of the aggregate outstanding shares of CTRL Media), transferred 2,200\nshares of CTRL Media to the Company for cash consideration of HK$1 (One Hong Kong Dollar). Mr. Siu is the holder and beneficial owner\nof 11% of the aggregate outstanding Shares of TJGC Group.\n\n \n\nUpon the completion of Reorganization detailed above, CTRL Media\nbecame the wholly-owned direct subsidiary of TJGC Group effective January 6, 2023.\n\n \n\n**B. Business Overview**\n\n \n\n*Corporate Information*\n\n \n\nOur principal executive offices are located at Unit F, 12/F,\nKaiser Estate, Phase 1, 41 Man Yue Street, Hunghom, Kowloon, Hong Kong, and our phone number is +852-3107-4887. We maintain a corporate\nwebsite at: *www.ctrl-media.com*. The information contained in, or accessible from, our website or any other website does not\nconstitute a part of this Annual Report.\n\n \n\n29\n\n[Table of Contents](#toc)\n\n \n\n*Our Business*\n\n \n\nWe are an integrated marketing and advertising services provider\nin Hong Kong specializing in mobile games promotion for the local market. We provide services to mobile game developers, principally\ndevelopers of mobile gaming applications or “apps” that gamers download from the developers’ websites and applicable\nmobile operating systems, such as Apple Store or Android Google Play Store. The market for specialized mobile game advertising in Hong\nKong is occupied by a few market players who compete with one another. Based on our knowledge and understanding of our market position,\nwe consider ourselves a major player in the industry with a significant market share. Our prominent market share and proven track record\nare indicative of our audience reach and engagement, as well as our relevance to advertisers in our local markets.\n\n \n\nAlthough our clients are primarily from China and our advertising\nmarket is in Hong Kong, none of our business, operations or subsidiaries are located in mainland China and the Company is not a Chinese\noperating company.\n\n \n\nWe provide one-stop advertising services to our clients throughout\nthe entire advertising process, which comprises the planning, creating, launching, managing and performance monitoring of the advertisements.\nWe set out advertising plans for clients based on their mobile games’ unique features and market profile, while making reference\nto the prevailing trend of the design of comparable advertisements. Based on the advertising plan, we develop the overall marketing concepts\nand ideas for promoting the mobile games and tailored our advertising campaign with innovative themes to capture the attention of the\ntarget audience and maximize the advertising exposure and volume of impressions.\n\n \n\nWe have our in-house design and production team to design, create,\nedit and produce the art and design of various kinds of advertisement materials in different designs, layouts and formats, which include\nprincipally digital content such as videos, animations and photographs. We directly involve ourselves in concept development, storyboard\ncreation, script writing, casting, shooting, and post-production works. At times we also engage freelance talent for some of our shooting\nworks. Alongside the provisioning of mainstream advertising services in the market, our other value-added services provided to our clients\nduring the course of advertisement placement include the creative design of advertising themes and content; local adaption of advertising\nmaterials; social media management services; post-publication advertising performance monitoring; costume tailoring services for cosplay\nshows with mobile games’ fictional characters; and advisory on the latest market trend and fashion.\n\n \n\nBecause we have an in-depth understanding of the local market\npreferences, we are able to implement local adaption of advertising materials by endowing them with images and slang, etc., of local\ntaste that appeals to our primary market in Hong Kong. This competitive advantage is especially relevant to advertisers from mainland\nChina and overseas countries looking to explore our primary market in Hong Kong. For these clients outside of Hong Kong, we\nconsummate the advertising process by autonomously administering the advertising plans and enhancing their operational efficacy for an\noffshore advertising campaign.\n\n \n\nWe principally make use of digital media such as online social\nmedia platforms, websites and search engines over the Internet to broadcast the advertising campaigns, for which we directly engage ourselves\nin the procurement of advertising space and advertisement placement with the digital media channels. We launch the advertising campaigns\nby deploying local media publishers of various advertising channels. We select the media publishers for advertisement placements based\non the values they could contribute to the advertising chain according to their specific nature and functionalities to precisely reach\nthe target audience of particular interests. We pay these media publishers and advertising agencies mainly based on advertising exposure\nfrequency and behavioral parameters such as the number of clicks into the advertisement, which is indicative of the response made by\nthe target audience to the advertisements.\n\n \n\nIn addition to the media publishers specializing in the advertising\nbusiness, we also contract with YouTuber, KOL and local celebrities to film introductory gaming videos for broadcast in their personal\nblogs and social media platforms such as YouTube and Instagram to generate interest in their network of followers. We work with these\nsocial personalities principally on an ad-hoc basis and pay them mainly per-project patronage for their contribution. Besides these online\nmeans of broadcasting, we also make use of physical media such as podium platforms with transportation terminals and public venues to\nbroadcast advertising campaigns. We also assist clients to plan and prepare their exhibition booths in the Animation-Comic-Game Hong\nKong events and other offline marketing events such as cross-industry cooperation events to capture the target audiences, whereby we\ndirect the event production from set-up to execution by gathering the design briefs from our clients and formulating interactive and\ninnovative event concepts through a combination of performance, visual and audio effects in an event setting.\n\n \n\n30\n\n[Table of Contents](#toc)\n\n \n\nWe gauge the effectiveness of advertising results mainly through\nthe mobile game’s induced actual sales and other experiential parameters indicative of personal involvement from the target audience,\nsuch as activating or registering as the users of the mobile games. We believe our comprehensive mobile gaming advertising services contribute\nto the achievement of advertising results which satisfy our clients and help establish what we believe is our strong market position.\n\n \n\n**Competitive Strengths**\n\n \n\nWe believe many of our customers are inclined to solicit our\nadvertising services mainly due to:\n\n \n\n**Our integrated, one-stop marketing service enables our clients\nto realize advertising efficiency and cost-effectiveness.**\n\n \n\nOur integrated business model and scale of operations enable\nus to focus on addressing the overall marketing needs of the advertisers by delivering a broad spectrum of marketing materials and content\nin a cost-efficient manner. We have our own design team to devise and prepare creative design proposals, production team to develop the\nmarketing content and materials, and marketing team to execute and manage advertisement placement in various media. The ability to deliver\na one-stop solution through devising, managing and coordinating the multiple aspects of a marketing project, enables our clients to address\ntheir marketing challenges in an efficient manner.\n\n \n\nBecause of our capacity to offer a comprehensive range of integrated\nmarketing solutions and implement cross-media marketing activities, we can achieve synergies among the various marketing activities and\ndeliver our services to the advertisers in a manner that promotes efficient allocation of resources and maximize the economies of scale\nof the advertising operation. With our integrated teams of talents, we are able to directly manage the different aspects of an advertising\ncampaign and efficiently deliver services of quality to the satisfaction of our clients.\n\n \n\nOur capacity to access the diversity of media publishers available\nin the market and directly liaise with them improves the advertiser’s operational efficiency and cost-effectiveness by reducing\nthe time and costs involved with the solicitation and coordination of these media. We directly liaise and contract with local media publishers\nand other advertising agents and pay for our clients in advance to procure advertisement inventories. The advertiser is relieved from\nthe burden of having to solicit multiple service providers from different disciplines that operate in a vertical but non-integrated fashion,\nwhile benefiting from our expertise to oversee and monitor the diverse activities comprising the marketing campaign.\n\n \n\nWe believe our ability to provide a one-stop integrated marketing\nservice enables the advertisers to realize greater efficiency in allocating their marketing budgets and promoting their mobile gaming\nproducts by reducing the time and resources required in campaign coordination and implementation.\n\n \n\n**Our established local client base provides us with a solid\nplatform to grow our business.**\n\n \n\nWe have an established local client base in Hong Kong, our\nprincipal base of operations and from which we generate a substantial proportion of our revenue. We believe our capacity to expand our\nclient base in Hong Kong is mainly attributable to our integrated marketing services and our capacity to tailor advertising campaigns\nthat appeal to the local market. In recognition of our high-quality service, many of our clients have laid down recurring service requests\nfor advertising campaigns and also refer new clients to us from time to time.\n\n \n\nAs we maintain a continual business relationship with our clients,\nwe familiarize ourselves with their mobile game profiles, advertising budgets and preferences, which enhances our ability to better manage\ntheir expectations and offer them services that best suit their needs. We believe that our client base will continue to expand and transform\ninto recurring clients. We believe that with our further development in client base and business expansion, we are well positioned to\nbenefit from the increasing local market demand for marketing services specializing in mobile gaming.\n\n \n\n31\n\n[Table of Contents](#toc)\n\n \n\n**We believe our established market position provides us with\nmarket visibility and competitive advantages to capture future business opportunity.**\n\n \n\nThe market for specialized mobile game advertising in Hong Kong\nis occupied by a small number of market players who compete with one another. Based on our knowledge and understanding of our market\npositioning, we consider ourselves a major player in the industry, attributing a prominent market share. Compared with our entrenched\nmarket position, few local marketing services providers in Hong Kong specialize in advertising for mobile games. Other market competitors\ngenerally have fewer resources of industry expertise and workforce capacity. While the market has numerous media publishers with distinctive\nprofiles and functions, given their confined client base and limited resources, they may encounter more impediments to accessing suitable\nmedia publishers for making advertisement placements on their own. We believe this competitive landscape allows us to gain a more significant\nmarket share in terms of advertising expenditures in our local market than is generally achieved by our peers. \n\n \n\nWe believe that our established market position provides us with\nmarket visibility and competitive advantages that enable us to drive captive local audiences and capture business opportunities. Our\nprominent client base and comprehensive range of marketing solutions afford us the opportunity to better present our services to advertisers,\ncross-sell services and more directly influence their advertising expenditure decisions. We can better maintain close relationships with\nother players in the market and attract potential clients as well as media publishers interested in catering for mobile games advertising.\nThe recognition of our favorable market positioning also helps us attract talents and consolidate our competitiveness by furthering our\nservice quality and growing our business over time.\n\n \n\n**We are able to implement regional adaptation of advertising\ncontent to enhance market penetration with local target audiences.**\n\n \n\nBecause we cater to advertisers who make up the majority proportion\nof the local mobile gaming market, we are in the vantage position to gain an in-depth understanding of the local preferences and keep\nabreast of the emerging trends and fashion in the local mobile gaming market. Equipped with the local expertise, we are able to endow\nadvertising content and materials with tailor-made and innovative designs of images and slang, etc., of local taste and flair that appeal\nto the local market and, in particular, the generation of youngster gamer group marked by their attentiveness on the latest trendy whims\nand peer influence in the gaming circle.\n\n \n\nOur competitive advantage is especially relevant to advertisers\nfrom China and overseas countries looking to explore the local market in Hong Kong. For these advertisers, language, cultural differences\nand lack of expertise in the local mobile gaming market could impede their practical marketing efforts. Our in-depth understanding of\nthe local preferences and ability to create engaging advertising content endowed with local taste and flair enhances the mobile game’s\nperceived image and connection to the local market by promoting rapport with the local target audiences. In turn, the regionally adapted\nadvertising material reinforces acceptance in the local market and enhances market penetration for the advertiser’s advertising\ncampaign.\n\n \n\n**We are able to provide a comprehensive range of value-added\nservices that optimize our client’s advertising budget.**\n\n \n\nAs compared to the conventional advertising companies catering\nto advertisers from diverse fields, our specialization in the mobile games advertising and integrated business model enables us to focus\non addressing the overall marketing needs of the advertisers by delivering a full spectrum of value-added services that optimize our\nclient’s advertising budget. These range from creative design of advertising theme and content, local adaption of advertising materials,\nto post-publication advertising performance monitoring.\n\n \n\nWe are able to advise on the mix and match of the best media\nchannels for maximizing the target audience exposure based on the mobile game’s profile and budget constraint specified by the\nadvertisers. Our in-house design and production team is able to produce advertising content of the same design in altered formats for\napplications across diverse media channels, thus optimizing the range of applications within the confines of the advertiser’s budget.\nAdvertisers resorting to non-specialized conventional advertising companies may need to solicit another advertising agent or incur extra\ncosts if they request comparable add-on services, adding to their advertising budget and burden in liaising with several service provider.\n\n \n\n32\n\n[Table of Contents](#toc)\n\n \n\n**Our variety of value-added services enables us to better present\nour advertising solutions to potential clients and multiply cross-selling business opportunities.**\n\n \n\nBecause of the variety of value-added services we provide, the\nadvertiser will likely find one or a few of our auxiliary services pertinent to its advertising needs. In particular, our capacity to\nimplement local adaption of advertising materials is especially relevant to advertisers from China and overseas countries looking to\nexplore our primary market in Hong Kong. These auxiliary services readily become the stepping stone for introducing and cross-selling\nour other services to advertisers outside Hong Kong.\n\n \n\nIn many instances, our initial provisioning of singular auxiliary\nservices develops into the incisive meeting point for the beginning of a business relationship with the advertiser. The burgeoning relationship\naffords us opportunities to present our other services to the advertiser and further promote an overall package of comprehensive advertising\nsolutions. We expand upon the first provisioning of an auxiliary service to enhance our perceived value to the client for potentially\nadding value to their business by autonomously executing the entire advertising process and enhancing their operational efficacy. Given\nour variety of value-added services that complement one another, we believe that we are well positioned to capture market opportunities\nwith cross-selling efforts.\n\n \n\n**Our established market position enables us to advise our clients\nwith market intelligence for informed decisions on strategic investment and advertising expenditure.**\n\n \n\nBecause we account for a prominent market share with our local\nmarket niche, we are in an advantageous position to closely follow the latest market development by virtue of being intimately involved\nwith the new launching of the overriding majority of mobile games in the local market, which enables us to reach an in-depth understanding\nof the local gaming market profile through collecting and analyzing market data. Our competitors of smaller scale generally do not possess\nupdated market data and knowledge to the equivalent extent. Leveraging on our market intelligence, we are able to offer our clients advice\non the latest market trend and fashion and performances of various media publishers, which enables them to make an informed choice regarding\ntheir advertising decisions.\n\n \n\nAdvertisers are then better informed to determine the media format\nand advertising budget which best suit their advertising needs with reference to the updated market data. Further, the up-to-date market\nknowledge backs up our clients’ informed decisions regarding their strategic direction with product development of new mobile games\nand investment options. By equipping our clients with updated market intelligence, we go beyond the usual role of the conventional advertising\nagency and partake as business associates with an advisory role, contributing to the establishing of a long-term relationship with our\nclients.\n\n \n\n**We have established business relationships with comprehensive\ncoverage of local media publishers.**\n\n \n\n In general, besides entertaining the clients, the business\nof advertising also revolves around relations with the media publishers. Advertising agencies like us work on a continual basis to provide\nsuitable advertisement inventories at competitive pricing in order to attend to the client’s requirement, which is dependent on\nour relations with the media publishers. We have established business relationships with a wide range of local media publishers covering\nvarious media channels, including those rendering advertising space on social media platforms, websites, mobile sites, search engines\nand public venues.\n\n \n\nLeveraging on the relationships with our network of media publishers\nand advertising agents, we are able to access first-hand information regarding the available advertising inventories and resources, which\nwe secure for the benefit of our clients. We have established interconnections with numerous exclusive YouTuber and cosplayers who work\nwith us on an intermittent, project basis. Also, we have established business relationships with various local celebrities who work with\nus on a project basis to maximize advertisement exposure. The extensive network of partners enables us to choose from the diversified\npool of resources, offer tailor-made marketing and advertising solutions that best suit the subject mobile game’s profile, and\nmaximize the advertising exposure to the target audience.\n\n \n\nWe directly liaise and contract with the local media publishers\nand pay them to procure advertisement inventories. Our direct involvement saves our clients’ time and effort in identifying and\ndealing with different media publishers to implement their marketing strategies. The direct involvement with various media publishers\nfrom diverse advertising channels equipped us with the aptitude to evaluate their strengths and weakness, as well as the capacity to\nmonitor their execution of the marketing campaigns. Also, by drawing on a pool of media publishers and advertising agents, we buffer\nourselves against a single media publisher’s malpractice and mitigate our business risk out of reliance on the media publisher’s\nperformance.\n\n \n\n33\n\n[Table of Contents](#toc)\n\n \n\n**Our established market position enables us to bargain\nfor favorable commercial terms with media publishers.**\n\n \n\nMarketing, advertising and promotional firms usually procure\nadvertisement inventories in bulk volume. In return, media publishers typically offer pricing discounts to them for the importance of\ntheir business. The scale of such pricing discounts may increase with the increasing transaction volume and value according to the terms\nand conditions offered by different media publishers. Endowed with what we believe is our prominent market share and recognition as the\ncore advertiser for the niche market of mobile games advertising, we are in a vantage position to liaise for better pricing terms or\npreferential discounts for the higher volume of transactions.\n\n \n\nIn contrast, as our competitors in the local market usually\nhave limited advertising budgets and generally spread their budgets over several media publishers for advertisement placements, they\nmay be faced with more challenges to obtain commercial terms as favorable as those offers to ourselves.\n\n \n\nOur established market position also allowed for more business\nreferral opportunities from ourselves to the media publishers, which in turn strengthens our business relationships with them and allows\nus to obtain more favorable pricing terms. With the lower advertising traffic costs available to us from different media publishers,\nwe are able to in turn pass on the pricing discount received to our clients through offering competitive advertising packages.\n\n \n\n**Our experienced management team and responsive and creative\nemployees.**\n\n \n\nWe are led by our founders, each of whom has prior work experience\nin the mobile gaming industry or advertising industry and has accumulated over 10 years of experience in the marketing and advertising\nfor mobile games since the founding of our company. We believe that the vision of our management team has been fundamental to our success.\nFor biographical details of our directors and senior management, please refer to the section headed “Management” in this\nAnnual Report.\n\n \n\nOur management team is supported by our responsive and creative\nworking teams comprised of our employees. With a majority of the target audience falling within the generation of youngster gamer group,\nwe strive to promote a corporate culture that encourages our employees to be proactive and innovative in responding to the needs of our\nclients and their target audience. Our directors closely involve themselves in daily interaction with the operational teams, equipping\nthem with the necessary job-specific skills, socializing with them to promote team cohesiveness, and adapting them to our work culture.\nWe have also adopted internal policies which set out various guidelines, instructions and operational rules to guide our employees and\nensure our services’ quality.\n\n \n\nWe believe that our management team’s extensive experience,\nindustry knowledge and in-depth understanding of the mobile gaming market enable us to assess the competitive and fast-moving market\nenvironment with mobile game advertising and provide specialized services of high quality. Also, our management and working team directly\nwork with our clients throughout the entire advertising process, and their personal involvement in attending to our client’s demands\nfurthers a long-term working relationship with them.\n\n \n\n**Our Suppliers**\n\n \n\nOur advertisement suppliers provide advertising services such\nas YouTube video, television, web banner and outdoor. Other than the sales and distribution agreements described below, the Company or\nits Operating Subsidiaries has not entered into any long-term supply agreements with material suppliers and purchases are made on\na project-by-project basis.\n\n \n\nCTRL Media maintains a list of internally approved advertisement\nsuppliers. The Company generally does not depend on any of the specific advertisement suppliers, as it has a number of alternative advertisement\nsuppliers for all the marketing campaigns. During the financial years ended March 31, 2026 and 2025, CTRL Media neither had\nany disputes with the advertisement suppliers, nor encountered any material difficulties in procuring services, and it had not experienced\nany significant delays in publishing the advertisement by its advertisement suppliers causing significant disruption of its projects.\n\n \n\n34\n\n[Table of Contents](#toc)\n\n \n\n**Material Agreements and Form Agreements**\n\n \n\n*Form of Cosplayer Agreement between CTRL Media and its individual\ncosplayers*\n\n \n\nFrom time-to-time, the Company engages with cosplayers, to promote\nthe Company’s designated gaming products. The form of Cosplayer Agreement provides that cosplayer counter-parties promote the Company’s\ngames through online live streaming, online video broadcasts and participating in game competitions and conventions. The terms of these\nagreements are typically two years and subject to automatic renewal 30 days before the end of term for additional one-year\nterms. Our contracted cosplayers agree to work exclusively with the Company for gaming promotion.\n\n \n\nThe Company does not believe any individual Cosplayer Agreement\nor group of individual Cosplayer Agreements are material to the Company’s aggregate results of operations. The foregoing description\nof the Form of Cosplayer Agreement is qualified in its entirety by the full text of the Form of Cosplayer Agreement, which is attached\nhereto as an exhibit to this Annual Report and is incorporated herein by reference.\n\n \n\n*Form of Game Exclusive Cooperation Contract*\n\n \n\nThe Company engages with YouTube channel and online influencers\nfrom time-to-time pursuant to its form of Exclusive Cooperation Contract to engage in the marketing activities and related work of the\nmobile game designated by CTRL Media in Hong Kong and Macau.\n\n \n\nDuring the term of these agreements, our counter-party YouTube\nchannel and online influencers agree to work exclusively with CTRL Media with respect to all work related to mobile games, which must\nbe assigned by CTRL Media and given priority over any other third-party’s needs. CTRL Media agrees to pay such influencers 100%\nof the total cost of developing mobile games or projects within 30 days after project completion. The form of Exclusive Cooperation\nContract contains typical mutual confidentiality provisions.\n\n \n\nThe form of Exclusive Cooperation Contract typically has an initial\nterm of one year, which is automatically renewed at the end of the initial term for an additional 365 days.\n\n \n\nThe Company does not believe any individual Exclusive Cooperation\nContract or group of individual Exclusive Cooperation Contracts are material to the Company’s aggregate results of operations.\n\n \n\n*Cooperative Agreements with CR Entertainment and Production\nLimited*\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).\nPursuant to the Cooperative Agreements, the exhibition partner coordinated and organized five exhibitions during the year ending March\n31, 2026. All five exhibitions have been completed as of March 31, 2026. We believe that collaboration with exhibition partners enhanced\nour marketing capabilities, such as by attracting more visitors and media coverage.\n\n \n\n*Game Development Agreement*\n\n \n\nThe Company is exploring new business opportunities in game publishing\nthrough its wholly-owned subsidiary, CTRL Games. On March 7, 2025, CTRL Games entered into a Game Development Agreement with Esport Games\nLimited, a service provider, to develop mobile games platform which amounted to US$2.1 million. Subsequently, on January 30, 2026, the\nparties entered into a supplemental agreement, pursuant to which they mutually agreed to reduce the total contract consideration under\nthe Game Development Agreement to approximately US$1.9 million. In addition, on June 13, 2025, CTRL Games entered into an agreement with\nQMO Digital Co., Ltd, another vendor, for the development of a game membership platform webpage and a software development kit (SDK) with\none-year technical maintenance and support. The aggregate contract value under the agreement is approximately US$500,000. We hope to become\na mobile game operator after the game is successfully developed; however, there is no guarantee that the Company will develop a game which\nworks and/or will be successful.\n\n \n\n*Rent Sharing Agreement*\n\n \n\nOn July 15, 2023, CTRL Media and Efun Company Limited entered\ninto a Rent Sharing Agreement for a two-year term, whereby CTRL Media agreed to pay Efun Company Limited HK$34,000 per month of the total\nof HK$46,000 per month aggregate rent, as well as any other expenses associated with the property (including but not limited to water\nand electricity). Efun Company Limited will pay HK$12,000 per month in rent and not be responsible for any other expenses associated\nwith the Property.\n\n \n\nOn July 16, 2025, CTRL Media and Efun Company Limited entered\ninto a new Rent Sharing Agreement for another two-year term, whereby CTRL Media agreed to pay Efun Company Limited HK$34,000 per month\nof the total of HK$46,000 per month aggregate rent, as well as any other expenses associated with the property (including but not limited\nto water and electricity). Efun Company Limited will pay HK$12,000 per month in rent and is not responsible for any other expenses associated\nwith the Property.\n\n \n\nIf either party violates the provisions of the agreement, such\nparty must pay 2% of the annual rent of the leased property to the non-breaching party as liquidated damages. All disputes are subject\nto, first, negotiation and, second, arbitration administered by the Hong Kong International Arbitration Center.\n\n \n\nEfun Company Limited is party to the lease underlying the Rent\nSharing Agreement. The Rent Sharing Agreement’s term is from July 16, 2020 through July 15, 2027, provided if the lease between\nEfun Company Limited is terminated, the Rent Sharing Agreement is also automatically terminated.\n\n \n\n35\n\n[Table of Contents](#toc)\n\n \n\n**Development and Expansion Strategy**\n\n \n\nWe intend to achieve our future growth and solidify our position\nin the industry by pursuing the following strategies:\n\n \n\n*Expanding Asia game advertising market*\n\n \n\nOur management considered that as more Chinese mobile games expand\nabroad to international markets to take advantage of the global industry growth, it is a good opportunity to expand our one-stop advertising\nservices to South-east Asia markets, such as Taiwan, Malaysia and Singapore, by establishing local offices and recruiting local staff.\nWe will take into consideration factors such as the potential client base, culture differences of the advertising audience and advertisement\nmethodology, thereby expanding our overseas business and making it an important source of our revenue and profit.\n\n \n\n*Becoming a mobile game operator*\n\n \n\nAccording to the report prepared by Analysys Limited, an independent\nmarket research and consulting firm that conducted a detailed research on the mobile game industry in China from 2018 to 2028, the global\nmobile game market in terms of customer spending increased from US$70.8 billion in 2018 to US$100.6 billion in 2023, at a CAGR of 7.3%,\nwhich is expected to grow to US$116.2 billion in 2028. Considering our deep understanding of the mobile game, the experience that we\ngained from our mobile game operator customer, and our involvement in the advertisement process, our management determined that we have\nthe abilities to become a mobile game operator to capturing the mobile game market. Our management will establish relationship with the\ndeveloper and identify potential quality mobile game. Our management also believes that our game advertising can definitely complement\nthe mobile game operation in obtaining more profitability and achieving a synergistic effect. As of the date of this Annual Report, we\nhave not identified any potential mobile game and established relationship with publisher.\n\n \n\nWe have also begun exploring the use of AI technologies\nto enhance certain aspects of our business workflow and support future business development, although such initiatives remain at an early\nstage.\n\n \n\n**Intellectual Property**\n\n \n\nThe Company is the registrant of the domain: *https://ctrl-media.com*.\nThe Company typically retains temporary (usually three-months) proprietary rights over any video productions created by its independent\ncontractors.\n\n \n\n**Employees**\n\n \n\nAs of March 31, 2026 and 2025, we had 28 and 24 employees, respectively.\nAll of our employees are stationed in Hong Kong and the PRC. The following table sets forth a breakdown of the number of employees\nby job functions:\n\n \n\nFunction \nAs of\nMarch 31,\n2026  \nAs of\nMarch 31,\n2025 \n\nDirectors \n 3  \n 5 \n\nManagement \n 7  \n 2 \n\nProject execution \n 16  \n 13 \n\nAccounting and administration \n 2  \n 4 \n\nTotal \n 28  \n 24 \n\n \n\nFor the years ended March 31, 2026 and 2025, there was no strike\nor labor dispute with our employees staff and we believe the relationships with the employees and work environment are generally positive.\nWe along with our subsidiaries regularly assess the job performance of our staff and we believe that our remuneration policy helps us\nattract and retain our staff. We determine our employees’ remuneration based on a number of factors, including their duties, position,\nexperience, qualifications and contributions to our subsidiaries.\n\n \n\n**Legal Proceedings**\n\n \n\nWe may from time to time become a party to various legal or administrative\nproceedings arising in the ordinary course of our business. As of the date hereof, neither we nor any of our subsidiaries is a party\nto any pending legal proceedings, nor are we aware of any such proceedings threatened against us or our subsidiaries.\n\n \n\n36\n\n[Table of Contents](#toc)\n\n \n\n**Real Property**\n\n \n\nAs of the date of this Annual Report, we do not own any real\nproperty. We have entered into a lease agreement with an independent third party, the details of which are set out below.\n\n \n\nAddress \nGross Floor Area \nUse of the\nProperty \nLease Term\n\nUnit F, 12/F, Kaiser Estate Phase 1,\n41 Man Yue Street, Hunghom,\nKowloon, Hong Kong \napproximately 420 square meters \nOffice \nJuly 16, 2025 — July 15, 2027\n\n \n\nSee “Material Agreements and Form Agreements — Rent\nSharing Agreement” above for additional details regarding the rent sharing arrangement.\n\n \n\n**Regulation**\n\n \n\nWe are a BVI holding company with four wholly-owned operating\nsubsidiaries as of the date of this Annual Report. Our Operating Subsidiaries provide a one-stop advertising service provider in Hong Kong.\nBelow sets out a summary of material aspects of the Hong Kong legal and regulatory environment in which our operating subsidiary\noperates and conducts its business.\n\n \n\n**Regulations Related to our Business Operation in Hong Kong**\n\n \n\nCTRL Media is an integrated marketing and advertising services\nprovider in Hong Kong specializing in mobile games promotion for the local market.\n\n \n\nBelow sets out a summary of certain aspects of the Hong Kong\nlaws and regulations which are relevant to our operation and business. As this is a summary, it does not contain detailed analysis of\nthe Hong Kong laws which are relevant to our business.\n\n \n\n**Regulations related to business registration**\n\n \n\n*Business Registration Ordinance (Chapter 310 of the Laws\nof Hong Kong)*\n\n \n\nThe Business Registration Ordinance requires every person carrying\non any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business\nwithin one month after the commencement of business. The Commissioner of Inland Revenue must register each business for which a business\nregistration application is made and as soon as practicable after the prescribed business registration fee and levy are paid and issue\na business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case\nmay be. Any person who fails to apply for business registration shall be guilty of an offence and shall be liable to a fine of HK$5,000\nand to imprisonment for 1 year.\n\n \n\n**Regulations related to employment and labor protection**\n\n \n\n*Employment Ordinance (Chapter 57 of the Laws of Hong Kong)*\n\n \n\nThe Employment Ordinance (the “EO”) is an ordinance\nenacted for, amongst other things, the protection of the wages of employees and the regulation of the general conditions of employment\nand employment agencies. Under the EO, an employee is generally entitled to, amongst other things, notice of termination of his or her\nemployment contract; payment in lieu of notice; maternity protection in the case of a pregnant employee; not less than one rest day\nin every period of seven days; severance payments or long service payments; sickness allowance; statutory holidays or alternative\nholidays; and paid annual leave of up to 14 days depending on the period of employment.\n\n \n\nUnder the EO, the wage period in respect of which wages\nare payable under a contract of employment shall be deemed to be 1 month, until the contrary is proved. Wages shall become due on the\nexpiry of the last day of the wage period and shall be paid as soon as is practicable but in any case not later than 7 days thereafter.\nIn the case where wages are not paid within 7 days after which they become due and payable, interest will be imposed at a rate fixed\nby the Chief Justice in the Hong Kong Special Administrative Region Gazette under Section 50 of the District Court Ordinance (Chapter\n336).\n\n \n\n37\n\n[Table of Contents](#toc)\n\n \n\n \n\n*Employees’ Compensation Ordinance (Chapter 282\nof the Laws of Hong Kong)*\n\n \n\nThe Employees’ Compensation Ordinance (the “ECO”)\nis an ordinance enacted for the purpose of providing for the payment of compensation to employees injured in the course of employment.\nThe ECO establishes a no-fault and non-contributory employee compensation system for work injuries and lays down the rights\nand obligations of employers and employees in respect of injuries or death caused by accidents arising out of and in the course of employment,\nor by prescribed occupational diseases.\n\n \n\nUnder the ECO, if an employee sustains an injury or dies as a\nresult of an accident arising out of and in the course of his employment, his employer is in general liable to pay compensation even if\nthe employee might have committed acts of faults or negligence when the accident occurred. Similarly, an employee who suffers incapacity\nor dies arising from an occupational disease is entitled to receive the same compensation as that payable to employees injured in occupational\naccidents. \n\n \n\nAs stipulated by the ECO, no employer shall employ any employee\nin any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less\nthan the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. According to the Fourth\nSchedule of the ECO, the insured amount shall be not less than HK$100,000,000 per event if a company has no more than 200 employees. Any\nemployer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment. An employer\nwho has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on\neach of its premises where any employee is employed.\n\n \n\n*Mandatory Provident Fund Schemes Ordinance (Chapter 485\nof the Laws of Hong Kong)*\n\n \n\nThe Mandatory Provident Fund Schemes Ordinance (the “MPFSO”)\nis an ordinance enacted for the purposes of providing for the establishment of non-governmental mandatory provident fund schemes\n(the “MPF Schemes”). The MPFSO requires every employer of an employee of 18 years of age or above but under 65 years\nof age to take all practical steps to ensure the employee becomes a member of a registered MPF Scheme within the first 60 days of\nemployment. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and their employees to contribute\n5% of the employee’s relevant income to the MPF Scheme. \n\n \n\nAn employer who, without reasonable excuse, fails to comply with\nthe requirement imposed on employers in relation to arrange for its employees to become scheme members, commits an offence and is liable\non conviction to a fine of $350,000 and to imprisonment for 3 years, and to a daily penalty of $500 for each day on which the offence\nis continued.\n\n \n\nAn employer who, without reasonable excuse, fails to comply with\nthe requirements in relation to making mandatory contributions to the MPF Scheme commits a criminal offence and is liable on conviction\nto a maximum fine of HK$50,000 and imprisonment for six months on the first conviction and maximum fine of HK$100,000 and imprisonment\nfor one year on each subsequent conviction.\n\n \n\n**Regulations related to Hong Kong taxation**\n\n \n\n*Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong)*\n\n \n\nUnder the Inland Revenue Ordinance (the “IRO”), where\nan employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the\nemployer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement\nof such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be\nchargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than\none month before such individual ceases to be employed in Hong Kong.* *\n\n \n\n*Tax on dividends*\n\n \n\nUnder the current practice of the Inland Revenue Department of\nHong Kong, no tax is payable in Hong Kong in respect of dividends paid by the Company.\n\n \n\n38\n\n[Table of Contents](#toc)\n\n \n\n*Capital gains and profit tax*\n\n \n\nThe IRO provides, among other things, that profits tax shall be\ncharged on every person carrying on a trade, profession or business in Hong Kong in respect of his or her assessable profits arising\nin or derived from Hong Kong at the standard rate, which stood at 8.25% on assessable profits up to $2,000,000 and 16.5% on any part\nof assessable profits over $2,000,000 for corporate taxpayers as of the date of this Annual Report. The IRO also contains detailed provisions\nrelating to, among other things, permissible deductions for outgoings and expenses, set-offs for losses and allowances for depreciations\nof capital assets.\n\n \n\nNo tax is imposed in Hong Kong in respect of capital gains\nfrom the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession or business in Hong Kong,\nwhere such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits tax. Certain categories of taxpayers\n(for example, financial institutions, insurance companies and securities dealers) are likely to be regarded as deriving trading gains\nrather than capital gains unless these taxpayers can prove that the investment securities are held for long-term investment purposes.\n\n \n\n*Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong)*\n\n \n\nUnder the Stamp Duty Ordinance, the Hong Kong stamp duty\ncurrently charged at the ad valorem rate of 0.13% (commencing from 1 August 2021) on the higher of the consideration for or the market\nvalue of the shares, will be payable by the purchaser on every purchase and by the seller on every sale of Hong Kong shares (in other\nwords, a total of 0.26% is currently payable on a typical sale and purchase transaction of Hong Kong shares). In addition, a fixed\nduty of HK$5 is currently payable on any instrument of transfer of Hong Kong shares. Where one of the parties is a resident outside\nHong Kong and does not pay the ad valorem duty due by it, the duty not paid will be assessed on the instrument of transfer (if any)\nand will be payable by the transferee. If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable\nmay be imposed.\n\n \n\n*Estate duty*\n\n \n\nHong Kong estate duty was abolished effective from February 11,\n2006. No Hong Kong estate duty is payable by shareholders in relation to the shares owned by them upon death.** **\n\n \n\n**Regulations related to anti-competition**\n\n \n\n*Competition Ordinance (Chapter 619 of the Laws of Hong Kong)*\n\n \n\nThe Competition Ordinance that commenced full operation on December 14,\n2015 (i) prohibits conduct that prevents, restricts or distorts competition in Hong Kong; (ii) prohibits mergers that substantially\nlessen competition in Hong Kong; and (iii) provides for incidental and connected matter.\n\n \n\nThe “First Conduct Rule” prohibits anti-competitive agreements,\npractices and decisions. It provides that an undertaking must not (i) make or give effect to an agreement; (ii) engage in a\nconcerted practice; or (iii) as a member of an association of undertakings, make or give effect to a decision of the association,\nif the object or effect of the agreement, concerted practice or decision is to prevent, restrict or distort competition in Hong Kong.\nSerious anti-competitive conduct includes (i) fixing, maintaining, increasing or controlling the price for the supply of goods\nor services; (ii) allocating sales, territories, customers or markets for the production or supply of goods or services; (iii) fixing,\nmaintaining, controlling, preventing, limiting or eliminating the production or supply of goods or services; and (iv) bid-rigging.\n\n \n\nThe “Second Conduct Rule” prohibits the abuse of market\npower. It provides that an undertaking that has a substantial degree of market power in a market must not abuse such power by engaging\nin conduct that has as its object or effect the prevention, restriction or distortion of competition in Hong Kong. This conduct may\nin particular, constitute an abuse of such market power if it involves predatory behavior towards competitors or limiting production,\nmarkets or technical development to the prejudice of consumers. Matters that may be taken into consideration when determining whether\nan undertaking has a substantial degree of market power in a market include (i) the market share of the undertaking; (ii) the\nundertaking’s power to make pricing and other decisions; (iii) any barriers to entry to competitors into the relevant market;\nand (iv) any other relevant matters specified in the guidelines issued in accordance with the Competition Ordinance.\n\n \n\nThe First Conduct Rule and the Second Conduct Rule apply to all\nsectors of the Hong Kong economy, including marketing and advertising services providers. Therefore, our business is subject to Competition\nOrdinance generally.\n\n \n\n39\n\n[Table of Contents](#toc)\n\n \n\nIn the event of contravention of a competition rule, the Competition\nTribunal may (i) on application by the Competition Commission, impose pecuniary penalty of any amount it considers appropriate subject\nto a maximum of 10% of the turnover of the undertaking concerned for each year in which the contravention occurred for each single contravention\n(if the contravention occurred in more than three years, 10% of the turnover of the undertaking for the three years that saw\nthe highest, second highest and third highest turnover); (ii) on application by the Competition Commission, make an order disqualifying\na person from being a director of a company or from otherwise being concerned in the affairs of a company; (iii) make orders it considers\nappropriate, including but not limited to prohibiting an entity from making or giving effect to an agreement, requiring modification or\ntermination of an agreement, requiring payment of damages to a person who has suffered loss or damage as a result of the contravention.\n\n \n\n**Laws in Relation to Intellectual Property Rights**\n\n \n\n*Copyright Ordinance (Chapter 528 of the Laws of Hong Kong)*\n\n \n\nThe Copyright Ordinance currently in force in Hong Kong came\ninto effect on June 27, 1997. The Copyright Ordinance as reviewed and revised from time to time provides comprehensive protection\nfor recognized categories of literary, dramatic, musical and artistic works, as well as for sound recordings, films, television broadcasts\nand cable programs.\n\n \n\nIn the course of preparing interior design proposals, we may create\noriginal artistic works (such as drawings) or literary works (such as text) or videos that qualify for copyright protection without registration.\nInfringement of copyright is civilly actionable.\n\n \n\n**Regulations related to anti-money laundering and counter-terrorist financing**\n\n \n\n*Anti-Money Laundering and Counter-Terrorist Financing Ordinance\n(Chapter 615 of the Laws of Hong Kong)*\n\n \n\nThe Anti-Money Laundering and Counter-Terrorist Financing\nOrdinance (the “AMLO”) imposes requirements relating to client due diligence and record-keeping and provides regulatory\nauthorities with the powers to supervise compliance with the requirements under the AMLO. In addition, the regulatory authorities\nare empowered to (i) ensure that proper safeguards exist to prevent contravention of specified provisions in the AMLO; and (ii) mitigate\nmoney laundering and terrorist financing risks.\n\n \n\n*Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405\nof the Laws of Hong Kong)*\n\n \n\nThe Drug Trafficking (Recovery of Proceeds) Ordinance (the “DTROP”)\ncontains provisions for the investigation of assets suspected to be derived from drug trafficking activities, the freezing of assets on\narrest and the confiscation of the proceeds from drug trafficking activities. It is an offence under the DTROP if a person deals with\nany property knowing, or having reasonable grounds to believe, it to be the proceeds from drug trafficking. The DTROP requires a person\nto report to an authorized officer if he/she knows or suspects that any property (directly or indirectly) is the proceeds from drug trafficking\nor is intended to be used or was used in connection with drug trafficking, and failure to make such disclosure constitutes an offence\nunder the DTROP.\n\n \n\n*Organized and Serious Crimes Ordinance (Chapter 455 of the\nLaws of Hong Kong)*\n\n \n\nThe Organized and Serious Crimes Ordinance (the “OSCO”)\nempowers officers of the Hong Kong Police Force and the Hong Kong Customs and Excise Department to investigate organized crime\nand triad activities, and it gives the Hong Kong courts jurisdiction to confiscate the proceeds from organized and serious crimes,\nto issue restraint orders and charging orders in relation to the property of defendants of specified offences. The OSCO extends the money\nlaundering offence to cover the proceeds of all indictable offences in addition to drug trafficking.\n\n \n\n*United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575\nof the Laws of Hong Kong)*\n\n \n\nThe United Nations (Anti-Terrorism Measures) Ordinance (the\n“UNATMO”), provides that it is a criminal offence to: (i) provide or collect funds (by any means, directly or indirectly)\nwith the intention or knowledge that the funds will be used to commit, in whole or in part, one or more terrorist acts; or (ii) make\nany funds or financial (or related) services available, directly or indirectly, to or for the benefit of a person knowing that, or being\nreckless as to whether, such person is a terrorist or terrorist associate. The UNATMO also requires a person to report his knowledge or\nsuspicion of terrorist property to an authorized officer, and failure to make such disclosure constitutes an offence under the UNATMO.\n\n \n\n40\n\n[Table of Contents](#toc)\n\n \n\n**REGULATIONS RELATING TO CYBERSECURITY AND DATA SECURITY**\n\n \n\nAccording to the Cybersecurity Law of the PRC (the “Cybersecurity\nLaw”) which was promulgated by the Standing Committee of the National People’s Congress of the PRC (the “SCNPC”)\non November 7, 2016 and came into effect on June 1, 2017, network operators shall take all necessary measures in accordance with applicable\nlaws, regulations and compulsory national requirements to safeguard the safe and stable operation of networks, respond to cybersecurity\nincidents effectively, prevent illegal and criminal activities, and maintain the integrity, confidentiality and usability of network data.\nThe Cybersecurity Law also stipulates that the China adopts classified system for cybersecurity protection, under which network operators\nare required to fulfil relevant obligations of security protection to ensure that the network is free from interference, disruption or\nunauthorized access, and to prevent network data from being disclosed, stolen or tampered.\n\n \n\nOn September 22, 2020, the Ministry of Public Security issued\nthe Guiding Opinions on Implementing the Cyber Security Protection System and Critical Information Infrastructure Security Protection\nSystem to further improve the national cyber security prevention and control system. On December 28, 2021, the Cyberspace Administration\nof China (the **“CAC”**) and several other government authorities published the Revised Cybersecurity Review Measures,\nwhich came into effect on February 15, 2022 and replaced the previous version. Pursuant to these measures, the purchase of network products\nand services by a critical information infrastructure operator or the data processing activities of a network platform operator that affect\nor may affect national security will be subject to a cybersecurity review. In addition, network platform operators with personal information\nof over one million users shall be subject to cybersecurity review before listing in foreign countries. The competent governmental authorities\nmay also initiate a cybersecurity review against the operators if the authorities believe that the network product or service or data\nprocessing activities of such operators affect or may affect national security. Article 10 of the Revised Cybersecurity Review Measures\nalso sets out certain general factors which would be the focus in assessing the national security risk during a cybersecurity review,\nincluding (i) risks of critical information infrastructure being illegally controlled or subject to interference or destruction; (ii)\nthe harm caused by the disruption of the supply of the product or service to the business continuity of critical information infrastructure;\n(iii) the security, openness, transparency and diversity of sources of the product or service, the reliability of supply channels, and\nrisks of supply disruption due to political, diplomatic, trade and other factors; (iv) compliance with PRC laws, administrative regulations\nand departmental rules by the provider of the product or service; (v) the risk of core data, important data or a large amount of personal\ninformation being stolen, leaked, damaged, illegally used, or illegally transmitted overseas; (vi) the risk that critical information\ninfrastructure, core data, important data or a large amount of personal information being affected, controlled, and maliciously used by\nforeign governments for a listing, as well as network information security risks; and (vii) other factors that may endanger the security\nof critical information infrastructure, cybersecurity and data security.\n\n \n\nOn July 30, 2021, the State Council promulgated the Regulations\non Security Protection of Critical Information Infrastructures, which took effect on September 1, 2021 and provide that “critical\ninformation infrastructures” refer to any important network facilities or information systems of important industries or fields\nsuch as public communication and information service, energy, communications, water conservation, finance, public services, e-government\naffairs and national defense science, and any other important network facilities or information systems which may endanger national security,\npeople’s livelihood and public interest in case of damage, function loss or data leakage. In addition, relevant administration departments\nof each critical industry and sector, or Protection Departments, shall be responsible to formulate eligibility criteria and determine\nthe critical information infrastructure operator in the respective industry or field. The operators shall be informed about the final\ndetermination as to whether they are categorized as critical information infrastructure operators. The regulations further require critical\ninformation infrastructures operators, among others, (i) to report to the competent Protection Departments in a timely manner when the\nidentification result may be affected due to material changes in the critical information infrastructures; (ii) to plan, construct or\nput into use the security protection measures and the critical information infrastructures simultaneously; and (iii) to report to the\ncompetent Protection Departments in a timely manner in the event of merger division or dissolution, and deal with critical information\ninfrastructures as required by the competent Protection Departments. Operators in violation of the regulations may be ordered to rectify,\nsubject to warnings, fines and other administrative penalties or even criminal liabilities, and the directly responsible personnel in\ncharge may also be imposed on fines or other liabilities.\n\n \n\n41\n\n[Table of Contents](#toc)\n\n \n\nOn June 10, 2021, the SCNPC promulgated the Data Security Law\nof the PRC (the “**Data Security Law**”), with effect from September 1, 2021. The Data Security Law establishes a data\nclassification and hierarchical protection system depending on the importance of the data in economic and social development, and the\ndamage caused to national security, public interests, or the legitimate rights and interests of individuals and organizations if the data\nis falsified, damaged, disclosed, illegally obtained or illegally used. Under the Data Security Law, critical information infrastructure\noperators shall be subject to the Cybersecurity Law in connection with the cross-border transfer of important data collected and generated\nthrough their operations in China; and the cross-border transfer of important data collected and generated by other data processors shall\nbe subject to the administrative measures adopted by the CAC in conjunction with other competent departments.\n\n \n\nOn July 7, 2022, the CAC promulgated the Security Assessment Measures\nfor Cross-border Data Transfers with effect from September 1, 2022, a data processor shall declare security assessment for its outbound\ndata transfer if: (i)where a data processor provides critical data abroad;(ii) where a critical information infrastructure operator or\na data processor processing the personal information of more than one million individuals provides personal information abroad; (iii)\nwhere a data processor has provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals\nin total abroad since January 1 of the previous year; and (iv) any other circumstances prescribed by the CAC.\n\n \n\nOn November 14, 2021, the CAC released the Regulations for the\nAdministration of Network Data Security (Draft for Comments) (the “**Draft Network Data Security Regulations**”). The Draft\nInternet Data Security Regulations cover a wide range of internet data security issues, including the supervision and management of data\nsecurity in the PRC, and apply to situations using networks to carry out data processing activities. The Draft Network Data Security Regulations\nset out general guidelines covering subjects including protection of personal information, security of important data, security management\nof cross-border data transmission, obligations of internet platform operators, supervision and management, and legal liabilities of internet\ndata security. The Draft Network Data Security Regulations also require a data processor to apply to the CAC for cybersecurity review\nif it process the personal information of more than one million individuals and goes listing in foreign countries. As of the date of this\nAnnual Report, the Draft Network Data Security Regulations were released for public comment only, and the provisions and anticipated adoption\nor effective date may be subject to change with substantial uncertainty.\n\n \n\n**C. Organizational Structure**\n\n \n\nSee “—A. **History and Development of the\nCompany**” above for details of our current organizational structure.\n\n \n\n**D. Property, Plants and Equipment**\n\n \n\nSee “—B. Business Overview - Real Property”\nabove for details of our property, plants and equipment."}