{"url_path":"/sec/twg/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 Key Information**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1978057/0001213900-26-057962-index.html","accession_number":"0001213900-26-057962","cik":"0001978057","ticker":"TWG","issuer_name":"Top Wealth Group Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1978057/0001213900-26-057962-index.html","primary_entity_key":"0001978057","primary_entity_name":"Top Wealth Group Holding Ltd"},"word_count":30933,"has_tables":true,"body_markdown":"**Item 3. Key Information**\n\n \n\n**3.A. [Reserved]**\n\n \n\n**3.B. Capitalization and Indebtedness**\n\n \n\nNot applicable for annual reports on Form 20-F.\n\n \n\n**3.C. Reasons for the Offer and Use of Proceeds**\n\n \n\nNot applicable for annual reports on Form 20-F.\n\n \n\n**3.D. Risk Factors**\n\n \n\n*You should carefully consider the following\nrisk factors, together with all of the other information included in this Annual Report. Investment in our securities involves a high\ndegree of risk. You should carefully consider the risks described below together with all of the other information included in this Annual\nReport before making an investment decision. The risks and uncertainties described below represent our known material risks to our business.\nIf any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case,\nyou may lose all or part of your investment.* \n\n** **\n\n**Risks Related to Doing Business in the Jurisdictions\nin which We Operate**\n\n** **\n\n**All of our operations are in\nHong Kong. However, due to the long arm application of the current PRC laws and regulations, the PRC government may exercise\nsignificant direct oversight and discretion over the conduct of our business and may intervene or influence our operations, which\ncould result in a material change in our operations and/or the value of our Class A Ordinary Shares. Our Operating Subsidiaries in\nHong Kong may be subject to laws and regulations of the Mainland China, which may impair our ability to operate profitably and\nresult in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in\nthe policies, regulations, rules, and the enforcement of laws of the PRC may also occur quickly with little advance notice and our\nassertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.**\n\n \n\nOur Operating Subsidiaries are located and operate their business in\nHong Kong, a special administrative region of the PRC. Our Operating Subsidiaries do not have operation in Mainland China and\nare not regulated by any regulator in Mainland China. As a result, the laws and regulations of the Mainland China do not currently\nhave any material impact on our business, financial condition and results of operation. Furthermore, except for the Basic Law of the Hong Kong\nSpecial Administrative Region of the People’s Republic of China (“Basic Law”), national laws of the Mainland China do\nnot apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation.\nNational laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense\nand foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating\nto data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.\n\n \n\n1\n\n \n\n \n\nHowever, due to long arm provisions under the\ncurrent Mainland China laws and regulations, there remain regulatory and legal uncertainty with respect to the implementation of laws\nand regulations of Mainland China to Hong Kong. As a result, there is no guarantee that the PRC government may not choose to implement\nthe laws of the Mainland China to Hong Kong and exercise significant direct influence and discretion over the operation of our Operating\nSubsidiaries in the future and, it will not have a material adverse impact on our business, financial condition and results of operations,\ndue to changes in laws, political environment or other unforeseeable reasons.\n\n \n\nIn the event that we or our Hong Kong Operating\nSubsidiaries were to become subject to laws and regulations of Mainland China, the legal and operational risks associated in Mainland\nChina may also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with the legal system in\nthe Mainland China, complex and evolving Mainland China laws and regulations, and as to whether and how the recent PRC government statements\nand regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to\ncompanies like our Operating Subsidiaries and us, given the substantial operations of our Operating Subsidiaries in Hong Kong and\nthe PRC government may exercise significant oversight over the conduct of business in Hong Kong.\n\n \n\nThe laws and regulations in the Mainland China\nare evolving, and their enactment timetable, interpretation, enforcement, and implementation involve significant uncertainties, and may\nchange quickly with little advance notice, along with the risk that the PRC government may intervene or influence our Operating Subsidiaries’\noperations at any time could result in a material change in our operations and/or the value of our securities. Moreover, there are substantial\nuncertainties regarding the interpretation and application of Mainland China laws and regulations including, but not limited to, the\nlaws and regulations related to our business and the enforcement and performance of our arrangements with customers in certain circumstances.\nThe laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement\nmay involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments\nto existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently\nadopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect\nexisting and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing\nor new PRC laws or regulations may have on our business.\n\n \n\nThe laws, regulations, and other government directives\nin the Mainland China may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other\ngovernment actions may:\n\n \n\n \n●\ndelay or impede our development;\n\n \n\n \n●\nresult in negative publicity\nor increase our operating costs;\n\n \n\n \n●\nrequire significant management\ntime and attention;\n\n \n\n \n●\ncause devaluation of our\nsecurities or delisting; and,\n\n \n\n \n●\nsubject us to remedies,\nadministrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical\noperations, or demands or orders that we modify or even cease our business operations.\n\n** **\n\n**The PRC government may intervene or influence\nthe Hong Kong operations of an offshore holding company, such as ours, at any time. The PRC government may exert more control over offerings\nconducted overseas and/or foreign investment in Hong Kong-based issuers. If the PRC government exerts more oversight and control over\nofferings that are conducted overseas and/or foreign investment in Hong Kong-based issuers and we were to be subject to such oversight\nand control, it may result in a material adverse change to our subsidiaries’ business operations, including our subsidiaries’\noperations in Hong Kong.**\n\n \n\nAs a company mainly conducting business in Hong\nKong, a special administrative region of China and our subsidiaries’ clients include mainland China residents, our subsidiaries’\nbusiness and our prospects, financial condition, and results of operations may be influenced to a significant degree by political, economic,\nand social conditions in China generally. The PRC government may intervene or influence the operations in mainland China of an offshore\nholding company at any time, which, if extended to our subsidiaries’ operations in Hong Kong, could result in a material adverse\nchange to our subsidiaries’ operations. The PRC government has recently indicated an intent to exert more oversight and control\nover listings conducted overseas and/or foreign investment in issuers based in mainland China. For instance, on July 6, 2021, the relevant\nPRC governmental authorities promulgated the Opinions on Strictly Cracking Down on Illegal Securities Activities, which emphasized the\nneed to strengthen the supervision over overseas listings by companies in mainland China. We cannot assure you that the oversight will\nnot be extended to companies operating in Hong Kong like us and any such action may significantly limit or completely hinder our ability\nto offer or continue to offer our securities to investors, result in a material adverse change to our subsidiaries’ business operations,\nincluding our subsidiaries’ Hong Kong operations, and damage our reputation.\n\n \n\n2\n\n \n\n \n\n**Our subsidiaries’ business, our financial\ncondition and results of operations, and/or the value of our Class A Ordinary Shares or our ability to offer or continue to offer securities\nto investors may be materially and adversely affected by existing or future PRC laws and regulations which may become applicable to our\nsubsidiaries.**\n\n \n\nWe have no operations in Mainland China. However,\nour Operating Subsidiaries are located and operate in Hong Kong, a special administrative region of the PRC, there is no\nguarantee that if certain existing or future PRC laws become applicable to our subsidiaries, it will not have a material adverse impact\non our subsidiaries’ business, financial condition and results of operations and/or our ability to offer or continue to offer securities\nto investors.\n\n \n\nExcept for the Basic Law of the Hong Kong Special\nRegion of the People’s Republic of China (“Basic Law”), national laws of mainland China (“National Laws”)\ndo not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation.\nNational Laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense\nand foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. PRC laws and regulations relating to data\nprotection, cyber security and the anti-monopoly have not been listed in Annex III and thus they may not apply directly to Hong Kong.\n\n \n\nThe PRC laws and regulations are evolving, and\ntheir enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations\nbecome applicable to our subsidiaries, we may be subject to the risks and uncertainties associated with the legal system in mainland\nChina, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance\nnotice.\n\n \n\nWe may also become subject to the PRC laws and regulations to the extent\nour subsidiaries commence business and customer facing operations in mainland China as a result of any future acquisition, expansion or\norganic growth. There is no guarantee that this will continue to be the case in the future in relation to the continued listing of our\nsecurities on a securities exchange outside of the PRC, or even when such permission is obtained, it will not be subsequently denied or\nrescinded. It remains uncertain as to the enactment, interpretation and implementation of regulatory requirements related to overseas\nsecurities offering and other capital markets activities and due to the possibility that laws, regulations, or policies in the PRC could\nchange rapidly in the future, it remains uncertain whether the PRC government will adopt additional requirements or extend the existing\nrequirements to apply to our operating subsidiaries located in Hong Kong. It is also uncertain whether the Hong Kong government\nwill be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas\nand/or foreign investment of entities in Hong Kong, including our operating subsidiaries. Any actions by the PRC government to exert\nmore oversight and control over offerings (including businesses whose primary operations are in Hong Kong) that are conducted overseas\nand/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue\nto offer securities to investors and cause the value of our securities to significantly decline or be worthless.\n\n** **\n\n**The PRC government may exert substantial\ninfluence and discretion over mainland China residents and the manner in which companies incorporated under the PRC laws must conduct\ntheir business activities. Through our subsidiaries, we are a Hong Kong-based company with no operations in mainland China, and mainland\nChina residents may purchase our subsidiaries’ product in Hong Kong. If we were to become subject to such direct influence or discretion,\nit may result in a material change in our subsidiaries’ operations.**\n\n \n\nWe currently have no operations in mainland China.\nOur principal executive offices are located, and our subsidiaries operate, in Hong Kong, a special administrative region of China. In\naddition, we do not solicit any client or collect, store or process in mainland China any personal data of any client. As of the date\nof this Annual Report, the PRC government has not exerted direct influence and discretion over the manner in which our subsidiaries conduct\ntheir business activities outside of mainland China. However, there is no guarantee that we will not be subject to such direct influence\nor discretion in the future due to changes in laws or other unforeseeable reasons or as a result of our expansion or acquisition of operations\nin mainland China, considering our subsidiaries’ clients include residents of mainland China.\n\n \n\nThe legal system of mainland China is evolving\nrapidly and the PRC laws, regulations, and rules may change quickly with little advance notice. In particular, because these laws, rules\nand regulations are relatively new, and because of the limited number of published decisions and the non-precedential nature of these\ndecisions, the interpretation of these laws, rules and regulations may contain inconsistences, the enforcement of which involves uncertainties.\nThe PRC government may exercise substantial control over many sectors of the economy in mainland China through regulation and/or state\nownership. Government actions have had, and may continue to have, a significant effect on economic conditions in mainland China and businesses\nwhich are subject to such government actions.\n\n \n\n3\n\n \n\n \n\nIf we or our subsidiaries to become subject to\nthe direct intervention or influence of the PRC government at any time due to changes in laws or other unforeseeable reasons or as a\nresult of our development, expansion or acquisition of operations in mainland China, it may require a material change in our subsidiaries’\noperations and/or result in increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for\nany failure to comply.\n\n** **\n\n**Uncertainties with respect to the PRC legal\nsystem, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China\ncould adversely affect us and limit the legal protections available to you and us.**\n\n \n\nOur Hong Kong subsidiaries were formed under and are governed\nby the laws of Hong Kong, however, we may be subject to the uncertainties of PRC legal system. The PRC legal system is based on written\nstatutes. Prior court decisions may be cited for reference, but have limited precedential value. In 1979, the PRC government began to\npromulgate a comprehensive system of laws and regulations governing economic matters in general, such as foreign investment, corporate\norganization and governance, commerce, taxation and trade. As a significant part of our business is conducted in Hong Kong, our operations may\nbe governed by PRC laws and regulations. However, since the PRC legal system continues to evolve rapidly, the interpretations of many\nlaws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which\nmay limit legal protections available to us. In addition, some regulatory requirements issued by certain PRC government authorities may\nnot be consistently applied by other PRC government authorities (including local government authorities), thus making strict compliance\nwith all regulatory requirements impractical, or in some circumstances impossible. For example, we may have to resort to administrative\nand court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since PRC administrative and\ncourt authorities have discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to predict\nthe outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems.\nFurthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely\nbasis or at all and may have retroactive effect. As a result, we may not be aware of our violation of these policies and rules until\nsometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including\nintellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our\noperations.\n\n \n\nFurthermore, if China adopts more stringent standards\nwith respect to environmental protection or corporate social responsibilities, we may incur increased compliance costs or become subject\nto additional restrictions in our operations. Intellectual property rights and confidentiality protections in China may also not be as\neffective as in the United States or other countries. In addition, we cannot predict the effects of future developments in the PRC\nlegal system on our business operations, including the promulgation of new laws, or changes to existing laws or the interpretation or\nenforcement thereof. These uncertainties could limit the legal protections available to us and our investors, including you. Moreover,\nany litigation in China may be protracted and result in substantial costs and diversion of our resources and management attention.\n\n \n\n**If we and/or our subsidiaries were to be\nrequired to comply with cybersecurity, data privacy, data protection, or any other PRC laws and regulations related to data and we and/or\nour subsidiaries cannot comply with such PRC laws and regulations, our subsidiaries’ business, financial condition, and results\nof operations may be materially and adversely affected.**\n\n \n\nWe may be subject to a variety of cybersecurity,\ndata privacy, data protection, and other PRC laws and regulations related to data, including those relating to the collection, use, sharing,\nretention, security, disclosure, and transfer of confidential and private information, such as personal information and other data. These\nlaws and regulations apply not only to third-party transactions, but also to transfers of information within our organization. These\nlaws and regulations may restrict our subsidiaries’ business activities and require us and/or our subsidiaries to incur increased\ncosts and efforts to comply, and any breach or noncompliance may subject us and/or our subsidiaries to proceedings against such entity(ies),\ndamage our reputation, or result in penalties and other significant legal liabilities, and thus may materially and adversely affect our\nsubsidiaries’ business and our financial condition and results of operations.\n\n \n\n4\n\n \n\n \n\nAs the laws and regulations related to cybersecurity,\ndata privacy, and data protection in mainland China where our subsidiaries do not have operations are relatively new and evolving, and\ntheir interpretation and application may be uncertain, it is still unclear if we and/or our subsidiaries may become subject to such new\nlaws and regulations.\n\n \n\nThe PRC Data Security Law, or the Data Security\nLaw, which was promulgated by the Standing Committee of the National People’s Congress on June 10, 2021 and took effect on September\n1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection,\ndata processing activities must be conducted based on data classification and hierarchical protection system for data security. According\nto Article 2 of the Data Security Law, it applies to data processing activities within the territory of mainland China as well as data\nprocessing activities conducted outside the territory of mainland China which jeopardize the national interest or the public interest\nof China or the rights and interest of any PRC organization and citizens. Any entity failing to perform the obligations provided in the\nData Security Law may be subject to orders to correct, warnings and penalties including ban or suspension of business, revocation of\nbusiness licenses or other penalties. As of the date of this Annual Report, we do not have any operation or maintain any office or personnel\nin mainland China, and we have not conducted any data processing activities which may endanger the national interest or the public interest\nof China or the rights and interest of any Chinese organization and citizens. Therefore, we do not believe that the Data Security Law\nis applicable to us.\n\n \n\nOn August 20, 2021, the Standing Committee of\nthe National People’s Congress of China promulgated the Personal Information Protection Law, which integrates the scattered rules\nwith respect to personal information rights and privacy protection and took effect on November 1, 2021. According to Article 3 of the\nPersonal Information Protection Law, it is applied not only to personal information processing activities carried out in the territory\nof mainland China but also to personal information processing activities outside the mainland China for the purpose of offering products\nor services to domestic natural persons in the territory of mainland China. The offending entities could be ordered to correct, or to\nsuspend or terminate the provision of services, and face confiscation of illegal income, fines or other penalties. As our subsidiaries’\nservices are provided in Hong Kong, Cayman Islands, British Virgin Islands and the U.S. rather than in the mainland China to clients\nworldwide, including but not limited to clients of mainland China who visit our offices in these locations, we take the view that we\nand our subsidiaries are not subject to the Personal Information Protection Law.\n\n \n\nOn July 7, 2022, the Cyberspace Administration\nof China (the “CAC”) issued the Measures for Security Assessment of Outbound Data Transfer, or the Measures, which took effect\non September 1, 2022. According to the Measures, in addition to the self-risk assessment requirement for provision of any data outside\nmainland China, a data processor shall apply to the competent cyberspace department for data security assessment and clearance of outbound\ndata transfer in any of the following events: (i) outbound transfer of important data by a data processor; (ii) outbound transfer of\npersonal information by an operator of critical information infrastructure or a data processor which has processed more than one million\nusers’ personal data; (iii) outbound transfer of personal information by a data processor which has made outbound transfers of\nmore than one hundred thousand users’ personal information or more than ten thousand users’ sensitive personal information\ncumulatively since January 1 of the previous year; (iv) such other circumstances where ex-ante security assessment and evaluation of\ncross-border data transfer is required by the CAC. As of the date of this Annual Report, we and our subsidiaries have not collected,\nstored, or managed any personal information in mainland China. therefore, we believe that the Measures is not applicable to us.\n\n \n\nHowever, given the recency of the issuance of\nthe above PRC laws and regulations related to cybersecurity and data privacy, we and our subsidiaries still face uncertainties regarding\nthe interpretation and implementation of these laws and regulations and we could not rule out the possibility that any PRC governmental\nauthorities may subject us and/or our subsidiaries to such laws and regulations in the future. If they are deemed to be applicable to\nus and/or our subsidiaries, we cannot assure you that we and our subsidiaries will be compliant with such new regulations in all respects,\nand we and/or our subsidiaries may be ordered to rectify and terminate any actions that are deemed illegal by the PRC governmental authorities\nand become subject to fines and other government sanctions, which may materially and adversely affect our subsidiaries’ business\nand our financial condition and results of operations.\n\n \n\n5\n\n \n\n \n\n**If we and/or our subsidiaries were to be\nrequired to obtain any permission or approval from or complete any filing procedure with the China Securities Regulatory Commission (the\n“CSRC”), the CAC, or other PRC governmental authorities in connection with future follow-on offerings under PRC laws, we and/or our subsidiaries may be fined or subject to other sanctions, and our subsidiaries’\nbusiness and our reputation, financial condition, and results of operations may be materially and adversely affected.**\n\n \n\nThe Cybersecurity Review Measures jointly promulgated\nby the CAC and other relevant PRC governmental authorities on December 28, 2021 required that, among others, “critical information\ninfrastructure” or network platform operators holding over one million users’ personal information to apply for a cybersecurity\nreview before any public offering on a foreign stock exchange. However, this regulation is recently issued and there remain substantial\nuncertainties about its interpretation and implementation.\n\n  \n\nAs of the date of this Annual Report, we and\nour subsidiaries do not have any business operation or maintain any office or personnel in mainland China. We and our subsidiaries have\nnot collected, stored, or managed any personal information in mainland China. Based on our inquiry with the China Cybersecurity Review\nTechnology and Certification Center (the “CCRC”) and the assessment conducted by the management, we believe that we and our\nsubsidiaries are not currently required to proactively apply to a cybersecurity review for our future follow-on offerings overseas, on\nthe basis that (i) our subsidiaries are incorporated in Hong Kong, the British Virgin Islands, and other jurisdictions outside of mainland\nChina and operate in Hong Kong without any subsidiary or variable interest entities (“VIE”) structure in mainland China,\nand we do not maintain any office or personnel in mainland China; (ii) except for the Basic Law, the National Laws do not apply in Hong\nKong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation, and National Laws\nthat may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign\naffairs as well as other matters outside the limits of the autonomy of Hong Kong, and PRC laws and regulations relating to data protection\nand cyber security have not been listed in Annex III as the date of this Annual Report; (iii) our data processing activities are solely\ncarried out by our overseas entities outside of mainland China for the purpose of offering products or services in Hong Kong and other\njurisdictions outside of mainland China; (iv) we and our subsidiaries do not control more than one millions users’ personal information\nas of the date of this Annual Report; (v) as of the date of this Annual Report, we and our subsidiaries have not received any notice\nof identifying us as critical information infrastructure from any relevant PRC governmental authorities; (vi) as of the date of this\nAnnual Report, none of us or our subsidiaries have been informed by any PRC governmental authority of any requirement for a cybersecurity\nreview; and (vii) based on our inquiry with the CCRC, the officer who provides cybersecurity review consultation service under CCRC believes\nthat we are currently not required to apply to a cybersecurity review for our public offerings on a foreign stock exchange with the CAC\nbecause we neither currently have any operation in mainland China nor control more than one millions users’ personal information\nas of the date of this Annual Report. Additionally, we believe that we and our subsidiaries are compliant with the regulations and policies\nthat have been issued by the CAC to date and there was no material change to these regulations and policies. However, regulatory\nrequirements on cybersecurity and data security in the mainland China are constantly evolving and can be subject to varying interpretations\nor significant changes, which may result in uncertainties about the scope of our responsibilities in that regard. We will\nclosely monitor and assess the implementation and enforcement of the Cybersecurity Review Measures. If the Cybersecurity Review Measures\nmandates clearance of cybersecurity and/or data security regulators and other specific actions to be completed by companies like us,\nwe may face uncertainties as to whether we can meet such requirements timely, or at all.\n\n \n\n6\n\n \n\n \n\nOn February 17, 2023, the CSRC promulgated the\nTrial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and\nfive supporting guidelines, which took effect on March 31, 2023. The Trial Measures requires companies in mainland China that seek to\noffer and list securities overseas, both directly and indirectly, to fulfill the filing procedures with the CSRC. According to the Trial\nMeasures, the determination of the “indirect overseas offering and listing by companies in mainland China” shall comply with\nthe principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under\nthe Trial Measures if the following criteria are met at the same time: (i) 50% or more of the issuer’s operating revenue, total\nprofits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year\nare accounted for by companies in mainland China; and (ii) the main parts of the issuer’s business activities are conducted in\nmainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation\nand management are mostly Chinese citizens or domiciled in mainland China. On the same day, the CSRC held a press conference for the\nrelease of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies,\nwhich clarifies that (i) on or prior to the effective date of the Trial Measures, companies in mainland China that have already submitted\nvalid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges\nshall complete the filing before the completion of their overseas offering and listing; and (ii) companies in mainland China which, prior\nto the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges\nand are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or stock exchange, but have\nnot completed the indirect overseas listing, shall complete the overseas offering and listing before September 30,2023, and failure to\ncomplete the overseas listing within such six-month period will subject such companies to the filing requirements with the CSRC.\n\n \n\nBased on the assessment conducted by the management,\nwe are not subject to the Trial Measures, because we are incorporated in the Cayman Islands and our subsidiaries are incorporated in\nHong Kong, the British Virgin Islands and other regions outside of mainland China and operate in Hong Kong without any subsidiary or\nVIE structure in mainland China, and we do not have any business operations or maintain any office or personnel in mainland China. However,\nas the Trial Measures and the supporting guidelines are newly published, there exists uncertainty with respect to the implementation\nand interpretation of the principle of “substance over form”. As of the date of this Annual Report, there was no material\nchange to these regulations and policies. If our future follow-on offerings, and listing\nwere later deemed as “indirect overseas offering and listing by companies in mainland China” under the Trial Measures, we\nmay need to complete the filing procedures for our future follow-on offerings, and listing. If we are\nsubject to the filing requirements, we cannot assure you that we will be able to complete such filings in a timely manner or even at\nall.\n\n \n\nSince these statements and regulatory actions\nare new, it is also highly uncertain in the interpretation and the enforcement of the above cybersecurity and overseas listing laws and\nregulation. There is no assurance that the relevant PRC governmental authorities would reach the same conclusion as us. If we and/or\nour subsidiaries are required to obtain approval or fillings from any governmental authorities, including the CAC and/or the CSRC, in\nconnection with the listing or continued listing of our securities on a stock exchange outside of Hong Kong or mainland China, it is\nuncertain how long it will take for us and/or our subsidiaries to obtain such approval or complete such filing, and, even if we and our\nsubsidiaries obtain such approval or complete such filing, the approval or filing could be rescinded. Any failure to obtain or a delay\nin obtaining the necessary permissions from or complete the necessary filing procedure with the PRC governmental authorities to conduct\nofferings or list outside of Hong Kong or mainland China may subject us and/or our subsidiaries to sanctions imposed by the PRC governmental\nauthorities, which could include fines and penalties, suspension of business, proceedings against us and/or our subsidiaries, and even\nfines on the controlling shareholder and other responsible persons, and our subsidiaries’ ability to conduct our business, our\nability to invest into mainland China as foreign investments or accept foreign investments, or our ability to list on a U.S. or other\noverseas exchange may be restricted, and our subsidiaries’ business, and our reputation, financial condition, and results of operations\nmay be materially and adversely affected.\n\n \n\n7\n\n \n\n \n\n**Our Hong Kong subsidiaries may be subject\nto restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements,\nconduct business and pay dividends to holders of our Class A Ordinary Shares.**\n\n \n\nWe are a holding company incorporated in the\nCayman Islands with the majority of our operations in Hong Kong. Accordingly, most of our cash is maintained in Hong Kong dollars. We\nrely in part on dividends from our Hong Kong subsidiaries for our cash and financing requirements, such as the funds necessary to service\nany debt we may incur.\n\n \n\nThere is currently no restriction or limitation\nunder the laws of Hong Kong on the conversion of Hong Kong dollars into foreign currencies and the transfer of currencies out of Hong\nKong and the foreign currency regulations of mainland China do not currently have any material impact on the transfer of cash between\nus and our Hong Kong subsidiaries. However, there is a possibility that certain PRC laws and regulations, including existing laws and\nregulations and those enacted or promulgated in the future were to become applicable to our Hong Kong subsidiaries in the future and\nthe PRC government may prevent our cash maintained in Hong Kong from leaving or restrict the deployment of the cash into our business\nor for the payment of dividends in the future. Any such controls or restrictions, if imposed in the future and to the extent cash is\ngenerated in our Hong Kong subsidiaries and to the extent assets (other than cash) in our business are located in Hong Kong or held by\na Hong Kong entity and may need to be used to fund operations outside of Hong Kong, may adversely affect our ability to finance our cash\nrequirements, service debt or make dividend or other distributions to our shareholders. Furthermore, there can be no assurance that the\nPRC government will not intervene or impose restrictions on our ability to transfer or distribute cash within our organization, which\ncould result in an inability or prohibition on making transfers or distributions to entities outside of Hong Kong and adversely affect\nour business.\n\n \n\n**The Chinese government may intervene or\ninfluence our Chinese supplier and its exclusive overseas agent’s operations at any time, or may exert more control over how our\nPRC-based supplier operate their business or cooperate with us. This could result in a material change in our PRC-based supplier’s\noperations and indirectly the value of our Class A Ordinary Shares.**\n\n \n\nWe rely on one PRC-based sturgeon farm for our\nsupply of caviar, with which we entered into supplier agreement through its exclusive overseas agent. The PRC government may choose to\nexercise significant oversight and discretion, and the policies, regulations, rules, and the enforcement of laws of the Chinese government\nto which our PRC-based supplier and its exclusive overseas agent is subject to may change rapidly and with little advance notice. As\na result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In\naddition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and may be inconsistent\nwith our supplier or its exclusive overseas agent’s current policies and practices. New laws, regulations, and other government\ndirectives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other\ngovernment actions may:\n\n \n\n \n●\nDelay or impede our supplier’s\ndevelopment;\n\n \n\n \n●\nresult in negative publicity\nor increase our supplier’s operating costs;\n\n \n\n \n●\nrequire significant management\ntime and attention; and/or\n\n \n\n \n●\nsubject us to remedies,\nadministrative penalties and even criminal liabilities that may harm our supplier’s business, including fines assessed for\nour supplier’s current or historical operations, or demands or orders that our supplier modifies or even ceases their business\npractices.\n\n \n\n8\n\n \n\n \n\nThe PRC government initiated a series of regulatory\nactions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down\non illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest\nentity (“VIE”) structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in\nanti-monopoly enforcement. These regulatory actions and statements emphasize the need to strengthen the administration over illegal securities\nactivities and the supervision of China-based companies seeking overseas listings. Additionally, companies are required to undergo a\ncybersecurity review if they hold large amounts of data related to issues of national security, economic development or public interest\nbefore carrying our mergers, restructuring or splits that affect or may affect national security. These statements were recently issued\nand their official guidance and interpretation remain unclear at this time.\n\n \n\nThe Chinese government may intervene or influence\nour PRC-based supplier’s operations at any time and may exert more control over offerings conducted overseas and foreign investment\nin China-based companies, which may result in a material change in our PRC-based operations. Any legal or regulatory changes that restrict\nor otherwise unfavorably impact our PRC-based supplier’s ability to conduct their business could decrease demand for their services,\nreduce revenues, increase costs, require them to obtain more licenses, permits, approvals or certificates, or subject them to additional\nliabilities. To the extent any new or more stringent measures are implemented, our supplier’s and our business, financial condition\nand results of operations could be adversely affected, and the value of our Class A Ordinary Shares could decrease or become worthless.\n\n** **\n\n**The Hong Kong legal system embodies\nuncertainties which could limit the legal protections available to our Operating Subsidiaries.**\n\n \n\nHong Kong is a Special Administrative Region\nof the PRC. Following British colonial rule from 1842 to 1997, China assumed sovereignty under the “one country, two systems”\nprinciple. The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, ensures that the current\nprinciples and policies regarding Hong Kong will remain unchanged for 50 years. Hong Kong has enjoyed the freedom to function\nwith a high degree of autonomy for its affairs, including currencies, immigration and customs operations, and its independent judiciary\nsystem.\n\n \n\nOn July 14, 2020, the President of\nthe U.S., Mr. Donald Trump, signed the Hong Kong Autonomy Act and an executive order to remove the preferential trade status\nof Hong Kong, pursuant to § 202 of the United States-Hong Kong Policy Act of 1992. The U.S. government\nhas determined that Hong Kong is no longer sufficiently autonomous to justify preferential treatment in relation to the PRC, especially\nwith the issuance of the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special\nAdministrative Region (the “Hong Kong National Security Law”) on July 1, 2020. Hong Kong will now be treated\nas Mainland China, in terms of visa application, academic exchange, tariffs and trading, etc. According to § 3(c) of the executive\norder issued on July 14, 2020, the license exception for exports and re-exports to Hong Kong and transfer within the PRC is\nrevoked, while exports of defense items are banned. On the other hand, the existing punitive tariffs the U.S. imposed on the Mainland\nChina will also be applied to Hong Kong exports. Losing its special status, Hong Kong’s competitiveness as a food trading\nhub may deteriorate in the future as its tax benefits as a result of preferential situation no longer exists and companies might prefer\nexporting through other cities. The level of activities of domestic exports and re-exports and other trading activities in Hong Kong\nmay decline owing to the tariff being imposed on Hong Kong exports and the export restriction. In the event that Hong Kong\nloses its position as a food trading hub in Asia, the demand for food export or re-export from Hong Kong and thus our business,\nfinancial conditions and results of operations, may be adversely affected. According to the Hong Kong Policy Act Report issued by the\nDepartment of State in 2021, 2022 and 2023, since July 2020, the suspension of an agreement concerning surrender of fugitive offenders\nand the terminations of an agreement concerning transfer of sentenced persons and an agreement concerning certain reciprocal tax exemptions,\nthere were no terminations pursuant to § 202(d) of the United States-Hong Kong Policy Act of 1992 or determinations under §\n201(b) up to the date of this annual report. The executive order to remove the preferential trade status of Hong Kong remains in effect.\nSince July 2020 and as of the date of this annual report, the removal of the preferential trade status of Hong Kong did not have a material\nimpact on our business and operations.\n\n \n\n9\n\n \n\n \n\n**Amid the ongoing tariff war between the\nUnited States and China as of the date of this annual report, the Trump administration might proceed toward a removal of Chinese companies\nfrom American stock exchanges. Our shares may be prohibited from being traded on a national securities exchange or in the over-the-counter\ntrading market in the United States, which will materially and adversely affect the value of your investment.**\n\n \n\nRising political tensions could reduce levels\nof trades, investments, technological exchanges, and other economic activities between the two major economies. Besides, China is also\nfacing the challenges of technological blockade and the economic decoupling between the U.S. and China. Any of these factors could have\na material adverse effect on our business, prospects, financial condition and results of operations. Such tensions between the United\nStates and China, and any escalation thereof, may have a negative impact on the general, economic, political, and social conditions in\nChina.\n\n \n\nCurrent and future actions or escalations by\neither United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on\nour business, financial condition and results of operations, and we cannot provide any assurance as to whether such actions will occur\nor the form that they may take. Amid the ongoing tariff war between the United States and China as of the date of this annual report,\nthe Trump administration might proceed toward a removal of Chinese companies from American stock exchanges. Our shares may be prohibited\nfrom being traded on a national securities exchange or in the over-the-counter trading market in the United States, which will materially\nand adversely affect the value of your investment.\n\n \n\n**The current trade tension between the U.S. and\nthe PRC may potentially have a negative impact on our business, financial condition and results of operations.**\n\n** **\n\nThe U.S. government has imposed, and has\nproposed to impose additional, new or higher tariffs on specified products imported from PRC to penalize PRC for what it characterizes\nas unfair trade practices. PRC has responded by imposing, and proposing to impose additional, new or higher tariffs on specified products\nimported from the U.S. Certain tariffs have already been adopted by both sides, and the two countries often meet to negotiate arrangements\nthat would include the decreasing or removal of tariffs, but we cannot assure you that the negotiations will be successful in reducing\ntariffs or that other tariffs will not be imposed, even if an agreement will be reached. In addition, any further escalation in trade\ntensions between PRC and the United States or a trade war, or the perception that such escalation or trade war could occur, may\nhave negative impact on the economies of not only the two countries concerned, but the global economy as a whole.\n\n \n\nAlthough we are currently not subject to any\nof those tariff measures, the proposed tariffs may adversely affect the economic growth in Mainland China, Hong Kong and other markets\nin which we operate, as well as the financial condition of our customers. With the potential decrease in the spending power of our target\ncustomers, we cannot guarantee that there will be no negative impact on our operations. In addition, the current and future actions or\nescalations by either the U.S. or PRC that affect trade relations may cause global economic turmoil and potentially have a negative\nimpact on our business, financial condition and results of operations, and we cannot provide any assurance as to whether such actions\nwill occur or the form that they may take.\n\n \n\n10\n\n \n\n \n\n**Changes and the downturn in the economic,\npolitical, or social conditions of Hong Kong, Mainland China and other countries or changes to the government policies of Hong Kong\nand Mainland China could have a material adverse effect on our business and operations.**\n\n** **\n\nOur operations are located in Hong Kong.\nAccordingly, our business, prospects, financial condition and results of operations may be influenced to a significant degree by political,\neconomic and social conditions in Hong Kong and Mainland China generally. Economic conditions in Hong Kong are sensitive to\nMainland China and the global economic conditions. Any major changes to Hong Kong’s social and political landscape will have\na material impact on our business. The Mainland China economy differs from the economies of most developed countries in many respects,\nincluding the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources.\nWhile the economy in the Mainland China has experienced significant growth over the past decades, growth has been uneven, both geographically\nand among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide\nthe allocation of resources. Some of these measures may benefit the overall Chinese economy but may have a negative effect on Hong Kong\nand us.\n\n \n\nFurthermore, on July 14, 2020, the President\nof the U.S., Mr. Donald Trump, signed the Hong Kong Autonomy Act and an executive order to remove the preferential trade status\nof Hong Kong, pursuant to § 202 of the United States-Hong Kong Policy Act of 1992. The U.S. government\nhas determined that Hong Kong is no longer sufficiently autonomous to justify preferential treatment in relation to the PRC, especially\nwith the issuance of the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special\nAdministrative Region (the “Hong Kong National Security Law”) on July 1, 2020. Hong Kong will now be treated\nas Mainland China, in terms of visa application, academic exchange, tariffs and trading, etc. According to § 3(c) of the executive\norder issued on July 14, 2020, the license exception for exports and re-exports to Hong Kong and transfer within the PRC\nis revoked, while exports of defense items are banned. On the other hand, the existing punitive tariffs the U.S. imposed on the\nMainland China will also be applied to Hong Kong exports. Losing its special status, Hong Kong’s competitiveness as a\nfood trading hub may deteriorate in the future as its tax benefits as a result of preferential situation no longer exists and companies\nmight prefer exporting through other cities. The level of activities of domestic exports and re-exports and other trading activities\nin Hong Kong may decline owing to the tariff being imposed on Hong Kong exports and the export restriction.\n\n \n\nIn the event that Hong Kong loses its position\nas a food trading hub in Asia, the demand for food export or re-export from Hong Kong and thus our business, financial conditions\nand results of operations, may be adversely affected. According to the Hong Kong Policy Act Report issued by the Department of State\nin 2021, 2022 and 2023, since July 2020, the suspension of an agreement concerning surrender of fugitive offenders and the terminations\nof an agreement concerning transfer of sentenced persons and an agreement concerning certain reciprocal tax exemptions, there were no\nterminations pursuant to § 202(d) of the United States-Hong Kong Policy Act of 1992 or determinations under § 201(b) up\nto the date of this registration statement. The executive order to remove the preferential trade status of Hong Kong remains in effect.\nSince July 2020 and as of the date of this registration statement, the removal of the preferential trade status of Hong Kong did not\nhave a material impact on our business and operations.\n\n \n\nAdditionally, the outbreak of war in Ukraine\nin 2022 has already affected global economic markets, and the uncertain resolution of this conflict could result in protracted and/or\nsevere damage to the global economy. Russia’s recent military interventions in Ukraine have led to, and may lead to, additional\nsanctions being levied by the United States, European Union and other countries against Russia. The extent and duration of the military\naction, sanctions, and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused\nby Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We cannot predict\nthe progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their\ncontrol. Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse\neffect on the global economy, and such effect could in turn have a material adverse effect on the operations, results of operations,\nfinancial conditions, liquidity and business outlook of our business.\n\n \n\n11\n\n \n\n \n\n**Risks Related to our Business and Industry**\n\n** **\n\n**We have a short operating history and are\nsubject to risks and uncertainties associated with operating in a rapidly developing and evolving industry. Our limited operating history\nmakes it difficult to evaluate our business and prospects.**\n\n \n\nWe established our caviar business in\nHong Kong in August 2021 and have subsequently experienced rapid growth. We also began to seek opportunities in wine\ntrading along with our caviar business as both products enjoy the similar distributors looking for premium luxurious products that\nare not readily available in major selling platforms.\n\n \n\nWe expect we will continue to expand as global\nmarket presence, broaden our product portfolio, enlarge our customer bases and explore new market opportunities. However, due to our\nlimited operating history, our historical growth rate may not be indicative of our future performance. Our future performance may be\nmore susceptible to certain risks than a company with a longer operating history in a different industry. Many of the factors discussed\nbelow could adversely affect our business and prospects and future performance, including:\n\n \n\n \n●\nour ability to maintain,\nexpand and further develop our relationships with customers;\n\n \n\n \n●\nour ability to introduce\nand manage new caviar and wine products in response to changes in customer demographics and consumer tastes and preferences;\n\n \n\n \n●\nthe continued growth and\ndevelopment of the caviar and wine industry;\n\n \n\n \n●\nour ability to maintain\nthe quality of our caviar products and ability to source appropriate premium wine products;\n\n \n\n \n●\nour ability to effectively\nmanage our growth;\n\n \n\n \n●\nour ability to compete\neffectively with our competitors in the caviar and wine industry; and\n\n \n\n \n●\nour ability to attract\nand retain qualified and skilled employees.\n\n \n\nYou should consider our business and prospects\nin light of the risks and uncertainties we face as a fast growing company operating in a rapidly developing and evolving market. We may\nnot be successful in addressing the risks and uncertainties listed above, among others, which may materially and adversely affect our\nbusiness and prospects and future performance.\n\n** **\n\n12\n\n \n\n \n\n**Beginning in 2025, we have begun\nto diverse our source of caviar and wine from different suppliers. However, the source of caviar maintains to be from China as it\nproduces over 70% of world’s caviar. Our wine sourcing is more concentrated from France which responded to our customers\ndemand we learnt from these years of operation. Adverse weather conditions, natural disasters, disease, pests and other natural\nconditions, or shutdown, interruption, and damage to the PRC sturgeon farm, or lack of availability of power, fuel, oxygen, eggs,\nwater, or other key components needed for the operations of the PRC sturgeon farm, could result a loss of a material percentage of\nour caviar raw product supply and a material adverse effect on our operations, business results, reputation, and the value of our\nbrans.**\n\n \n\nOur ability to ensure a continuing supply of\ncaviar raw product from our suppliers depends on many factors beyond our control. An interruption in the power, fuel, oxygen supply,\nwater quality systems, or other critical infrastructure of an aquaculture facility for more than a short period of time could lead to\nthe loss of a large number of sturgeon, hence the caviar supply. A shutdown of or damage to PRC sturgeon farm due to natural disaster,\nreduction in water supply, deterioration of water quality, contamination of aquifers, interruption in services, or human interference\ncould result in a loss of supply of caviar for production. Sturgeon farming of the PRC sturgeon farm is vulnerable to adverse weather\nconditions, including severe rains, drought and temperature extremes, typhoon, floods and windstorms, which are quite common but difficult\nto predict. Sturgeon farms are vulnerable to disease and pests, which may vary in severity and effect, depending on the stage of production\nat the time of infection or infestation, the type of treatment applied and climatic conditions. Unfavorable growing conditions caused\nby these factors can reduce both sturgeon populations of our supplier and the quality of the sturgeon, and, in extreme cases, entire\nharvests may be lost. Additionally, adverse weather or natural disasters, including earthquakes, winter storms, droughts, or fires, could\nimpact the manufacturing and business facilities of our supplier, which could result in significant costs and meaningfully reduce our\ncapacity to fulfill orders and maintain normal business operations. These factors may result in lower sales volume and increased costs\ndue increased costs of products. Incremental costs, including transportation, may also be incurred if we need to find alternate short-term supplies\nof products from alternative areas. These factors can increase costs, decrease revenues and lead to additional charges to earnings, which\nmay have a material adverse effect on our business, results of operations and financial condition.\n\n** **\n\n**Climate change may have a long-term adverse\nimpact on our business and operations.\n\n **\n\n** **\n\nClimate change may have an adverse impact on\nglobal temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. In the event that climate\nchange may a negative effect on sturgeon or caviar productivity of our supplier, we may be subject to decreased availability or less\nfavorable pricing for caviar raw product or other commodities that are necessary for our products. Extreme weather conditions may adversely\nimpact the sturgeon farm or facilities of our supplier, lead to the disruption of distribution networks or the availability and cost\nof key raw materials used by us in production, or the demand for our products. As a result of climate change, our caviar suppliers or\ntheir suppliers are highly rely on the availability and quality of water, and could be materially and adversely impacted by to decreased\navailability of water, deteriorated quality of water or less favorable pricing for water, which could adversely impact their production\nand thus our operations and sales, profitability, results of operations and financial condition.\n\n** **\n\n13\n\n \n\n** **\n\n**Our business is affected by the quality\nand quantity of the caviar that is harvested by the PRC sturgeon farm.**\n\n \n\nOur ability to successfully sell our product\nand the price therefor, is highly dependent on the quality of the caviar supplied by the PRC sturgeon farm operated by Fujian Longhuang.\nA number of factors can negatively affect the quality of the caviar sold, including the quality of the broodstock, water conditions in\nthe farm, the food and additives consumed by the fish, population levels in the farm, and the amount of time that it takes to bring a\nsturgeon to harvest, including transportation and processing, all of which are beyond our control. Optimal growing conditions cannot\nalways be assured. Furthermore, if our caviar product supplied by the PRC sturgeon farm is perceived by the market to be of lower quality\nthan other available sources, we may experience reduced demand for our product and may not be able to sell our products at the prices\nthat we expect or at all. As we continue to expand our operations and to establish relationship with new sturgeon farms, we potentially\nmay face additional challenges with maintaining the quality of our products. We cannot guarantee that we will not face quality issues\nin the future, any of which could cause damage to our reputation, and a loss of consumer confidence in our products, which could have\na material adverse effect on our business results and the value of our brands.\n\n \n\nCaviar as the luxury food items, any real or\nperceived quality or food safety concerns or failures to comply with applicable food regulations and requirements, whether or not ultimately\nbased on fact and whether or not involving us (such as incidents involving our competitors), could cause negative publicity and reduced\nconfidence in our company, brand or products, which could in turn harm our reputation and sales, and could materially adversely affect\nour business, financial condition and results of operations. Although we believe we have a rigorous quality control process, there can\nbe no assurance that our products will always comply with the standards set for our products.\n\n \n\nAdditionally, we have no control over our products\nonce purchased by consumers. Accordingly, consumers may store our products improperly or for long periods of time, which may adversely\naffect the quality and safety of our products. While we have procedures in place to handle consumer questions and complaints, there can\nbe no assurance that our responses will be satisfactory to consumers, which could harm our reputation. If consumers do not perceive our\nproducts to be safe or of high quality as a result of such actions outside our control or if they believe that we did not respond to\na complaint in a satisfactory manner, then the value of our brand would be diminished, and our reputation, business, financial condition\nand results of operations would be adversely affected. Any loss of confidence on the part of consumers in our products or in the safety\nand quality of our products would be difficult and costly to overcome. Any such adverse effect c may significantly reduce our brand value.\nIssues regarding the safety of any of our products, regardless of the cause, may adversely affect our business, financial condition and\nresults of operations.\n\n \n\n**We operate in a highly regulated industry.**\n\n \n\nWild sturgeon is one the most critically endangered\nspecies worldwide. Since 1998, international trade in all species of sturgeons has been regulated under Convention on International Trade\nin Endangered Species of Wild Fauna and Flora (“CITES”) owing to concerns over the impact of unsustainable harvesting of\nand illegal trade in sturgeon populations in the wild. The CITES listing of all species of sturgeon means that caviar, the unfertilized\nsturgeon roe, from wild-caught sturgeon can no longer be traded, but caviar from captive bred sturgeon is exempt.\n\n \n\n14\n\n \n\n \n\nAs a supplier of captive bred caviar, which is\nnot only a food product intended for human consumption, but also a product that is regulated worldwide under the CITES, we are therefore\nsubject to extensive governmental regulation. We must comply with various laws and regulations in Hong Kong as well as laws and\nregulations administered by government entities and agencies outside Hong Kong. Both the PRC and Hong Kong are parties to CITES.\nPursuant to the Protection of Endangered Species of Animals and Plants Ordinance (Chapter 586 of the Laws of Hong Kong) (the\n“PESO”), the importation, introduction from the sea, exportation, re-exportation and possession or control of specified\nendangered species of animals and plants, along with parts and derivatives of those species, are regulated under the PESO. Schedule 1\nto the PESO sets out a list of species and categorizes them into different appendices which are regulated with varying degrees of control\nunder the PESO. Sturgeons are included as regulated species under the PESO. For further details on the regulations applicable\nto us and our business, please refer to the section titled “Regulations”.\n\n \n\nWith respect to our importation of caviar from\nthe PRC sturgeon farm into Hong Kong, the PRC sturgeon farm is responsible for applying for and obtaining CITES permit from the\nrelevant regulatory authority in the PRC; whereas the supply chain management company is responsible for applying for and obtaining import\nlicense from the Director of Agriculture, Fisheries and Conservation Department of Hong Kong on our behalf. The CITES permit needs\nto be submitted to the customs of HK before the caviar is accepted to HK territories. As of the date of this annual report, the PRC sturgeon\nfarm, through its sole appointed distributor for overseas market, possesses the requisite import and export qualification and permit\nin the PRC. We have obtained all required CITES permits as well as the export and re-export license in respect of each batch of\ncaviar exported to Hong Kong. With respect to our exportation of caviar from Hong Kong to foreign countries, we have engaged the\nsupply chain management company to apply for and obtain re-export license from the Director of Agriculture, Fisheries and Conservation\nDepartment of Hong Kong on our behalf.\n\n \n\nIn the event that the PRC sturgeon farm or we\nwere found to be in violation of the relevant laws and regulations in respect of CITES, and such violations materially impacted the ability\nof the PRC sturgeon farm or us to continue to export caviar, our business operation will be significantly disturbed, and our business,\nfinancial conditions, results of operations and prospects could be materially and adversely affected.\n\n \n\nWe confirm that all the required CITES permits\nand export and re-export licenses required for our business operation have been received. To ensure third party compliance with\nthe applicable permitting and licensing requirements, we have employed the following control measures:\n\n \n\n \n●\nWe require the PRC sturgeon\nfarm or its agent to provide the requisite import and export qualification and permit in the PRC for our confirmation each year;\n\n \n\n \n●\nWe examine the required\nCITES permit in respect of each batch of caviar exported by the PRC sturgeon farm or its agent passed through its distributor to\nus. If we discover that the distributor has failed to obtain the required CITES permit, we reject the respective batch of caviar\nexported to us; and\n\n \n\n \n●\nWe examine the re-export license\nobtained by the supply chain management company on our behalf and ensure the supply chain management company obtain all the required\nlicenses.\n\n \n\nIn the event that that the PRC sturgeon farm\nfails to obtain the required CITES permits, the shipment may experience delay in clearance, seized by authorities or returned. In the\nevent that the supply chain management company fails to obtain the required re-export license on our behalf, we may face prosecution,\nfine and forfeiture of our products. In such events our business, financial conditions, our results of operations and prospects could\nbe materially and adversely affected by the disruption of supply and the failure to export. Furthermore, the relevant laws, regulations\nand rules are subject to modification and change. We cannot predict the impact that any such change would have on the caviar industry\ngenerally or on our business in particular. Any legislative or regulatory change that imposes further restriction on, among other things,\nthe production, processing, import or export of caviar, could disrupt our supply of caviar or increase our compliance costs, which could\nmaterially and adversely affect our business, financial condition, results of operations and prospects.\n\n \n\n15\n\n \n\n \n\nIn addition to PESO and CITES, as a food supplier,\nwe are also subject to law and regulations regarding product manufacturing, food safety, required testing, and appropriate labeling and\nmarketing of our products in Hong Kong or overseas. It is possible that such laws and regulations the governing bodies or the interpretation\nthereof may change over time. As such, there is a risk that our products could become non-compliant with the relevant governing\nbodies laws or regulations and any such non-compliance could harm our business. The failure to comply with applicable regulatory\nrequirements could result in, among other things, administrative, civil, or criminal penalties or fines, mandatory or voluntary product\nrecalls, warning, cease orders against operations, closure of facilities or operations, the loss, revocation, or modification of any\nexisting licenses, permits, registrations, or approvals or the failure to obtain additional licenses, permits, registrations, or approvals\nin new jurisdictions where we intend to do business, any of which could negatively affect our business, reputation, financial condition,\nand results of operations.\n\n** **\n\n**We are subject to the risks associated\nwith sourcing and manufacturing products from, and selling our product outside of Hong Kong, which could adversely affect our business.**\n\n \n\nOur direct purchases from non-Hong Kong\nsuppliers represented substantially all of our raw material purchases in the fiscal years 2024, 2023, and 2022, and we expect we will\ncontinue to do so. Furthermore, although substantially all of our distributors are in Hong Kong, from our understanding, significant\nportion of our product are sold overseas by our distributors. We may also in the future enter into agreements with distributors in foreign\ncountries to sell our products. All of these activities are subject to the uncertainties associated with international sales and distribution,\nincluding:\n\n \n\n \n●\ndifficulties with foreign\nand geographically dispersed operations;\n\n \n\n \n●\nhaving to comply with various\nHong Kong and international laws;\n\n \n\n \n●\nchanges and uncertainties\nrelating to foreign rules and regulations;\n\n \n\n \n●\ntariffs, export or import\nrestrictions, restrictions on remittances abroad, imposition of duties or taxes that limit our ability to import necessary materials;\n\n \n\n \n●\nlimitations on our ability\nto enter into cost-effective arrangements with distributors overseas, or at all;\n\n \n\n \n●\nfluctuations in foreign\ncurrency exchange rates;\n\n \n\n \n●\nimposition of limitations\non production, sale, or export in foreign countries, including due to epidemics, pandemics, outbreaks and\nquarantines;\n\n \n\n \n●\nimposition of limitations\non or increase of withholding and other taxes on remittances and other payments by foreign processors or joint ventures;\n\n \n\n \n●\neconomic, political, environmental,\nhealth-related or social instability in foreign countries and regions;\n\n \n\n \n●\nan inability, or reduced\nability, to protect our intellectual property;\n\n \n\n \n●\navailability of government\nsubsidies or other incentives that benefit competitors in their local markets that are not available to us;\n\n \n\n \n●\ndifficulties in recruiting\nand retaining personnel, and managing international operations;\n\n \n\n \n●\ndifficulties in enforcing\ncontracts and legal decisions; and\n\n \n\n \n●\nless developed infrastructure.\n\n \n\nWe expect each market to have particular regulatory\nand funding hurdles to overcome, and future developments in these markets, including the uncertainty relating to governmental policies\nand regulations, could harm our business. If we expend significant time and resources on expansion plans that fail or are delayed, our\nreputation, business and financial condition may be adversely affected.\n\n \n\n16\n\n \n\n \n\n**Our operations, revenue and profitability\ncould be adversely affected if we fail to adhere to Hong Kong and international regulations to which we are subject to, or due to\nthe changes in laws and regulations in the countries where we do business.**\n\n \n\nWe source the caviar from the sturgeon farm in\nthe PRC. Furthermore, we substantially rely on the third-party distributors to place and export our products into the overseas\nmarket from Hong Kong. Therefore, we along with our suppliers and distributors may be subject to a variety of Hong Kong and foreign laws\nand government regulations applicable to food products and caviar trade, including numerous licensing requirements, trade and pricing\npractices, tax, environmental matters, food safety and other laws and regulations relating to the sourcing, manufacturing, storing, labeling,\nmarketing, advertising, selling, displaying, transporting, distributing and usage of our products in in Hong Kong and outside the\nHong Kong in markets in which we source caviar or which our products may be stored, distributed, marketed, transported or sold.\n\n \n\nThe governments of countries into which we source\nraw product or our distributors sell our caviar products, from time to time, may consider regulatory proposals relating to raw materials,\ntax, food safety and quality, markets, and environmental regulations, which, if adopted, could lead to disruptions in distribution of\nour products, which, in turn, could affect our profitability. Furthermore, we are not able to control or monitor the markets or jurisdictions\nwhere our distributors place or sell our products, and we do not have any agreements or understandings with our distributors regarding\nthe distribution of our product in the foreign market. Therefore, there are significant uncertainty as to the foreign laws and regulations\nin markets or jurisdictions where we, or our product, may be subject to. The compliance with these highly uncertain, new, evolving, or\nrevised tax, environmental, food quality and safety, labeling or other laws or regulations, or new, evolving, or changed interpretations\nor enforcement of existing laws or regulations, may have a material adverse effect on our business, financial condition or operating\nresults.\n\n \n\nChanges in legal or regulatory requirements,\nsuch as new food safety requirements and revised labeling regulations, or evolving interpretations, of existing legal or regulatory requirements,\nmay result in increased compliance costs, capital expenditures, and other financial obligations that could adversely affect our business\nor financial results. If we are found in violation of the applicable laws and regulations in markets where our distributors sell our\nproduct, we could be subject to civil remedies, including fines, injunctions, termination of necessary licenses or permits, or recalls,\nas well as potential criminal sanctions, any of which could have a material adverse effect on our business. Even if regulatory agency\nreview does not result in these types of determinations, it could potentially create negative publicity or perceptions which could harm\nour business or reputation. Further, modifications to international trade policy, including the imposition of increased or new tariffs,\nquotas, or trade barriers, could have a negative impact on us or the industries we serve, including as a result of related uncertainty,\nand could materially and adversely impact our business, financial condition, operating results, and cash flows.\n\n \n\nIn addition, our international sales could be\nadversely affected by violations of the anti-money laundering and trade sanction laws and similar anti-corruption and international\ntrade laws. Misconducts, including illegal, fraudulent or collusive activities, by our distributors, suppliers, business partners, or\nour agent may harm our brand and reputation and adversely affect our business and results of operations. It is not always possible to\nidentify and deter such misconduct, and the precautions we take to detect and prevent these activities may not be effective. Violations\nof laws or allegations of such violations, regardless in Hong Kong or in foreign countries where our suppliers are located or our distributors\noperate, could materially and adversely affect our reputation, disrupt our business and result in a material adverse effect on our results\nof operations, cash flows, and financial condition. Our growth strategy depends in part on our ability to expand our operations globally.\nCompetition in various markets is increasing as our competitors grow their global operations and low-cost local manufacturers expand\nand improve their production capacities. However, certain markets may have greater political, economic, and currency volatility and greater\nvulnerability to infrastructure and labor disruptions than more established markets. If we cannot successfully manage associated political,\neconomic, and regulatory risks, our product sales, financial condition, and results of operations could be materially and adversely affected.\n\n** **\n\n17\n\n \n\n \n\n**There is no assurance that our customers\nwill continue to place purchase orders with us.**\n\n \n\nAll of our customers place purchase orders with\nus on an as-needed basis. We normally enter into distributorship agreement with our F&B related distributor customers for a\nterm of one year. During the contract term, our F&B related distributor customers are entitled to place purchase orders with us for\neach of our products at the unit price, which is typically agreed at a fixed price per kilogram, set forth in the distributorship agreement.\nThere is no assurance that our F&B related distributor customers will renew the framework sales agreement with us with similar terms\nand conditions.\n\n \n\nFurther, all of our customers place purchase\norders with us on an as-needed basis. There is no assurance that our major customers will continue to place purchase orders with\nus in the future. In the event that any of our major customers ceases to place purchase orders with us, reduces the amount of their purchase\norders with us, or requests for more favorable terms and conditions, our business, results of operations, financial conditions and future\nprospects may be adversely affected.\n\n \n\n**Our major customers accounted for a\nsignificant portion of our total revenue for the year ended December 31, 2025 and 2024, respectively.**\n\n \n\nWe derive a substantial portion of our revenue\nfrom wine, caviar and health products trading in 2025 from a limited number of major customers, all of which are our distributors. For\nthe year ended December 31, 2025, there were five customers each generating over 10% of our total revenue for the period, and they\nin aggregate accounted for approximately 100% of our sales volume. For the year ended December 31, 2024, there were 3 customers each\ngenerated over 10% of our total revenue for the year, and they in aggregate accounted for approximately 94.2% of our total revenue for\nthe year.\n\n \n\nThere is no assurance that any of our major customers\nwill continue to place purchase orders with us in the future. These distributors or any other large customers in the future, may take\nactions that affect us for reasons it cannot anticipate or control, such as their financial condition, changes in their business strategy\nor operations, the perceived quality of our products and the availability of competing products. There can be no assurance our customers\nwill continue to purchase its products in the same quantities or on the same terms as in the past. Our major customers rarely provide\nus with firm, long- or short-term volume purchase commitments. As a result, our customers could significantly decrease or cease\ntheir business with us with limited or no notice, and we could have periods with limited orders for our products while still incurring\ncosts related to workforce maintenance, marketing general corporate expenses and other overheads. We may not find new customers to supplement\nits revenue in periods when it experiences reduced purchase orders, or recover fixed costs incurred during those periods, which could\nmaterially and adversely affect our business, financial condition and results of operations. In the event that any of these major customers\nceases to place purchase orders with us or reduces the amount of their purchase orders with us, our business, results of operations,\nfinancial condition and future prospects may be adversely affected.\n\n \n\nAny inability to resolve a significant dispute\nwith any of our key customers, a change in the business condition (financial or otherwise) of any of our key customers, even if unrelated\nto us, or the loss of or a reduction in sales or anticipated sales to one or more of our most significant distributors may negatively\naffect us. These major customers may seek to leverage their positions to improve their profitability by demanding improved efficiency,\nlower pricing, more favorable terms, increased promotional spend, or specifically tailored product or promotional offerings, which may\nhave a material adverse effect on our business, results of operations, and financial condition. A reduction in sales to one or more major\ncustomers could have a material adverse effect on our business, financial condition, and results of operations.\n\n** **\n\n18\n\n \n\n \n\n**We rely on third-party distributors\nto place our products into the market and we may not be able to control our distributors.**\n\n \n\nOur customers primarily and substantially consist\nof the distributors in food and beverage industry, where their end customers are luxurious hotels and restaurants. As we substantially\nsell and distribute our products through distributors, any one of the following events could result in fluctuation or decline in our\nrevenue and could result in material adverse impact on our financial conditions and results of operations:\n\n \n\n \n●\nreduction, delay or cancelation\nof orders from one or more of our distributors;\n\n  \n\n \n●\nfailure to renew distributorship\nagreements and maintain relationships with our existing distributors;\n\n \n\n \n●\nfailure to establish relationships\nwith new distributors on favorable terms; and\n\n \n\n \n●\ninability to timely identify\nadditional or replacement distributors upon the loss of one or more of our distributors.\n\n \n\nWe may not be able to successfully manage our\ndistributors. If the sales volume of our wine and caviar products to consumers are not maintained at a satisfactory level, our distributors\nmay not place or lower their purchase orders placed with us. For international markets, we depend exclusively on third-parties distributor\nto reach the end-customers. Our success in these markets depends almost entirely upon the efforts of our distributors and logistics and\nfulfillment partners, over whom we have little or no control. If a distributor or logistics or fulfillment partner, fails to fulfill\nits contracted services, for any reason, we could lose sales and our ability to compete in that market may be adversely affected. The\noccurrence of any of these factors could result in a significant decrease in the sales volume of our products and therefore adversely\naffect our financial conditions and results of operations.\n\n** **\n\n**Product contamination and the failure to\nmaintain food safety and consistent quality could have a material and adverse effect on our brand, business and financial performance.**\n\n \n\nFood safety and quality control are of paramount\nimportance to our reputation and business, and we face an inherent risk of food contamination and liability claims. To ensure food safety\nand quality, we have established a comprehensive set of standards and requirements covering each facet of our supply chain, ranging from\nprocurement, logistics, warehousing to packaging. However, due to the rapid growth in scale of our operations, there is no assurance that our quality control systems will prove to be\neffective at all times, or that we can identify any defects in our quality control systems in a timely manner. The sale of products for\nhuman use and consumption involves the risk of injury or illness to the end-consumers. Such injuries may result from inadvertent mislabeling,\ntampering by unauthorized third parties, product contamination or spoilage, the presence of foreign objects, substances, chemicals, or\nresidues introduced during the packing, storage, handling or transportation phases. Any food contamination that we fail to detect or\nprevent could adversely affect the quality of our caviar products, which could lead to liability claims, and the imposition of penalties\nor fines by relevant authorities.\n\n \n\nFurthermore, any instances of food contamination\nor regulatory noncompliance, whether or not caused by our actions, could compel us, our suppliers, our distributor or our other customers,\ndepending on the circumstances, to recall or withdraw products, suspend production of our products, or cease operations. in accordance\nwith the laws and regulations in the jurisdictions in which we operate our business or distribute our products. Food recalls could result\nin significant losses due to their associated costs, the destruction of product inventory, lost sales due to the unavailability of the\nproduct for a period of time and potential loss of existing distributors or customers and a potential negative impact on our ability\nto attract new customers and maintain our current customer base due to negative consumer experiences or because of an adverse impact\non our brand and reputation. In addition, as a wine and caviar supplier, our product may be subject to targeted, large-scale tampering\nas well as to opportunistic, individual product tampering. Forms of tampering could include the introduction of foreign material, chemical\ncontaminants and pathological organisms into consumer products as well as product substitution. Food business operators like us, or our\ndistributors, must at all stages of production, sales and distribution within the businesses under their control ensure that foods satisfy\nthe requirements of food related laws and regulations, in particular as to food safety. If we or our distributors do not adequately address\nthe possibility, or any actual instance, of product tampering, we could face possible seizure or recall of our products and the imposition\nof civil or criminal sanctions, which could materially adversely affect our business, financial condition and results of operations.\n\n \n\n19\n\n \n\n \n\nEven if a situation does not necessitate a recall\nor market withdrawal, product liability claims might be asserted against us. While we are subject to governmental inspection and regulations\nand believe our facilities and those of our suppliers, supply-chain management company, logistic service providers, and the distributors\nwill comply in all material respects with all applicable laws and regulations, there can be no assurance that our wine and caviar supplier,\nlogistic service provider, and distributors will always be able to adopt appropriate quality control systems and meet our quality control\nrequirements in respect of the products or services they provide. Any failure of our wine and caviar supplier, logistic service provider,\nor distributor to provide satisfactory products or services could harm our reputation and adversely impact our operations. If the consumption\nof any of our products causes, or is alleged to have caused, a health-related illness or death to a consumer, we may become subject\nto claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative\npublicity surrounding any assertion that our products caused illness or physical harm could cause consumers to lose confidence in the\nsafety and quality of our products.\n\n \n\nFurthermore, we currently do not maintain any\nproduct liability insurance and may not have adequate resources to satisfy a judgment in the event of a successful product liability\nclaim against us. The successful assertion of product liability claims against us could result in potentially significant monetary damages\nand require us to make significant payments.\n\n** **\n\n**Our business depends to a significant extent\nupon general economic conditions, consumer demand, preferences and discretionary spending patterns.**\n\n \n\nOur success is, and will continue to be, dependent\non our ability to select, source and sell quality wine and caviar products. However, there is no assurance that we will always succeed\nin selecting and sourcing quality wine and caviar supplies that cater to the preferences and needs of consumers or achieve anticipated\nsales at competitive prices.\n\n \n\nAs our wine and caviar products are served at\nplaces such as menu-driven high-end restaurants, fine dining establishments, private clubs, hotels, caterers and specialty\nfood stores, our business is significant exposed to the volatility of the general economic conditions and reductions in disposable income\nlevels and discretionary consumer spending. Consumers’ willingness to purchase our wine and caviar products may fluctuate as a\nresult of changes in national, regional or global economic conditions, disposable income, discretionary spending, lifestyle choices,\npublic perception of wine and caviar, publicity of our wine and caviar products or our competitors. Future economic conditions such as\nemployment levels, business conditions, housing, interest rates, inflation rates, energy and fuel costs and tax rates could reduce consumer\nspending or change consumer purchasing habits. The demand for our wine and caviar products may be adversely affected from time to time\nby economic downturns.\n\n \n\nIf the weak economy continues for a prolonged\nperiod of time or worsens, the consumers may choose to spend discretionary money less frequently which could result in a decline in consumers’\npurchases of luxury food items, particularly in more expensive restaurants or more expensive food items, and, consequently, the businesses\nof our target customers by, among other things, reducing the frequency with which our customers’ customers choose to order luxury\nfood items or the amount they spend on meals while dining out. If our customers’ sales decrease, our profitability could decline.\nMoreover, if the negative economic conditions persist for an extended period of time, consumers might ultimately make long-lasting changes\nto their discretionary spending behavior, including dining out less frequently on a permanent basis. Accordingly, adverse changes to\nconsumer preferences or consumer discretionary spending, each of which could be affected by many different factors which are out of our\ncontrol, could harm our business, financial condition or results of operations. Our continued success will depend in part upon our ability\nto anticipate, identify and respond to changing economic and other conditions and the impact that they may have on discretionary consumer\nspending. If we fail to successfully adapt our business strategy, brand image and product portfolio to changes in market trends or shifts\nin consumer preferences and spending patterns, our business, financial conditions and results of operations may be materially and adversely\naffected.\n\n** **\n\n20\n\n \n\n \n\n**Failure to compete effectively may adversely\naffect our market share and profitability.**\n\n \n\nThe industry we operate in is competitive with\nrespect to, among other things, brand recognition, consistent quality, services and prices. Our competitors include a variety of regional,\nnational and international wine and caviar suppliers. Furthermore, new competitors may emerge from time to time, which may further intensify\nthe competition. Increased competition may reduce our margins and market share and impact brand recognition, or result in significant\nlosses. When we set prices, we have to consider how competitors have set prices for the same or similar products. When they cut prices\nor offer additional benefits to compete with us, we may have to lower our own prices or offer additional benefits or risk losing market\nshare, either of which could harm our financial conditions and results of operations.\n\n \n\nSome of our current or future competitors may\nhave longer operating histories, greater brand recognition, better supplier relationships, larger customer bases, more comprehensive\ndistribution network, better access to consumers, higher penetration in certain regions or greater financial, technical or marketing\nresources than we do. In addition, some of our competitors may be able to secure more favorable terms from suppliers, devote greater\nresources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to secure\nmore wine and caviar supplies or to their digitalized supply chain management system. We cannot assure you that we will be able to compete\nsuccessfully against current or future competitors, and competitive pressures may have a material and adverse effect on our business,\nfinancial conditions and results of operations.\n\n \n\nOur ability to effectively compete will depend\non various factors, including expansion of our global market presence, enhancement of our sales and marketing activities, expansion of\nproduct portfolio and customer base. Failure to successfully compete may prevent us from increasing or sustaining our revenue and profitability\nand potentially lead to a loss of market share, which could have a material and adverse effect on our business, financial conditions\nand results of operations.\n\n** **\n\n**Our business depends significantly on the\nmarket recognition of our trademarks and brand names. Any damage to our trademarks, brand names or reputation, or any failure to effectively\npromote our brands, could materially and adversely impact our business and results of operations.**\n\n \n\nWe believe that the market recognition of our\ntrademarks and brand names among our customers have contributed significantly to the growth and success of our business. Therefore, maintaining\nand enhancing the recognition and image of our brands is critical to our ability to differentiate our wine and caviar products and to\ncompete effectively. Nevertheless, whether we are able to maintain and enhance the recognition and image of our brands is subject to\nour ability in:\n\n \n\n \n●\nmaintaining the popularity,\nattractiveness, diversity and quality of our wine and caviar products;\n\n \n\n \n●\nmaintaining or improving\ncustomers’ satisfaction with the quality of our wine and caviar products;\n\n \n\n \n●\noffering and maintaining\na wide selection of high-quality wine and caviar products;\n\n \n\n \n●\nincreasing brand awareness\nthrough marketing and brand promotion activities; and\n\n \n\n \n●\npreserving our reputation\nand goodwill in the event of any negative publicity, internet and data security, product quality, price authenticity, or other issues\naffecting us or the wine and caviar industry.\n\n \n\nIn the event consumers perceive or experience\na reduction in the quality of our products or service, or consider in any way that we fail to deliver quality products consistently,\nour brand value could suffer, which could have a material and adverse effect on our business.\n\n \n\nFurthermore, our established brand recognition\nmay attract imitators who intentionally use highly similar trademarks, trade names and/or logos with ours to mislead potential consumers,\nwhich may significantly harm our reputation and brand image, thereby causing a decline in our financial performance, reduction in our\nmarket share, as well as an increase in the amount of resources for our anti-counterfeiting efforts. We cannot assure you that our\nmeasures will provide effective prevention and any infringement act could adversely affect our reputation, results of operations and\nfinancial condition.\n\n** **\n\n21\n\n \n\n \n\n**We may not be able to adequately protect\nour intellectual properties, or we may be subject to intellectual property infringement claims or other allegations by third parties,\neither of which could adversely affect our business and operations.**\n\n \n\nWe rely on a combination of trademarks, copyrights,\ntrade secrets and other intellectual property laws to protect our trademarks, copyrights, trade secrets and other intellectual property\nrights. As at the date of this annual report, we have registered trademarks in Hong Kong, Macau and the PRC, respectively.\n\n \n\nWe cannot ensure that third parties will not\ninfringe our intellectual property rights. We may, from time to time, have to initiate litigation, arbitration or other legal proceedings\nto protect our intellectual property rights. Regardless of the judgment, such process would be lengthy and costly as well as divert management’s\ntime and attention, thereby resulting in material and adverse impacts on our business, financial conditions and results of operations.\n\n \n\nConversely, there is also a risk that third parties\nmay bring a claim against us for infringing their intellectual property rights, thereby requiring us to defend or settle any related\nintellectual property infringement allegations or disputes. Defending against such claims could be costly, and if we are unsuccessful\nin defending such claims, we may be prohibited from continuing to use such proprietary information in the future, or may be compelled\nto pay damages, royalties or other expenses for the use of such proprietary information. Any of the above could negatively affect our\nsales, profitability, business operations and prospects.\n\n \n\n**Failure by our supply chain service or\ntransportation providers or distributors to deliver our raw materials to us or our products to customers on time or at all could result\nin lost sales.**\n\n \n\nHistorically and as of the date of annual report,\nwe have engaged a reputable Hong Kong-based supply chain management company (“Supply Chain Company”) as the principal transportation\nprovider for the delivery of finished products to our distributors and the shipment of wine and caviar to our food processing factory\nthrough cold-chain. Our utilization of the third-party supply chain and transportation services is subject to risks, including the\neffects of health epidemics or pandemics or other contagious outbreaks, any shortage of drivers and\nworkers, increases in fuel prices, which would increase our shipping costs, employee strikes, labor shortages, failure to meet customer\nstandards, and severe weather conditions and natural disasters such as fires, floods, typhoon, storms, or earthquakes. These risks may\nimpact the ability of our Supply Chain Company or other supply chain and transportation services providers to provide logistics and transportation\nservices that adequately meet our shipping needs. If our Supply Chain company or other supply chain and transportation services providers\nwere to fail to deliver raw materials to us in a timely manner, or fail to deliver our products to our customers in a timely manner, we\nmight be unable to meet customer and consumer demands for our products.\n\n \n\nFurthermore, notwithstanding we have implemented\ncomprehensive set of operation manual and technical protocols with respect to temperature, hygiene and physical conditions for wine and\ncaviar in transit, we cannot assure you that our Supply Chain Company or any other supply chain management company we may engage would\nfollow strictly, and the services provided by the supply chain management company may be interrupted, suspended or cancelled due to unforeseen\nevents, which could cause the rotting of our wine and caviar products and increase our loss rate.\n\n \n\nAlthough we do not rely on our Supply Chain\nCompany for transportation services, and our Supply Chain Company’s transportation and supply chain services is provided on an\nas-needed basis, Our Supply Chain Company has been historically and currently responsible for a significant portion of our\nshipping needs. Any disruption in our relationship with our Supply Chain Company or the ability of our Supply Chain Company to\nfulfill its services could affect our business. We may change to other third-party transportation providers at any time, but we\ncould incur costs and expend resources in connection with such change, and we may not be able to obtain terms as favorable as those\nwe receive from our Supply Chain Company, which in turn would increase our costs and adversely affect our business. Any failure of\nour Supply Chain Company or other third-party transportation provider to deliver raw materials or finished products in a timely\nmanner could harm our reputation, negatively impact our customer relationships, and have a material adverse effect on our financial\ncondition or results of operations.\n\n \n\nFor our international markets, we depend exclusively\non the distributors to reach our customers. Our success in these markets depends entirely upon the efforts of our distributors and their\nlogistics and fulfillment services supplier, over whom we have no control. If a distributor or logistics or fulfillment service provider,\nfails to fulfill its contracted services, for any reason, we could lose sales and our ability to compete in that market may be adversely\naffected.\n\n \n\n22\n\n \n\n \n\n**Our wine and caviar products are processed\nin our single food processing facility and any damage to or disruption at this facility would materially and adversely affect its business,\nfinancial condition and results of operations.**\n\n \n\nWe process substantially all of our products at\na single food processing factory leased from and operated by , our Supply Chain Company we have engaged since 2021. Any facility disruption,\nequipment failures, natural disaster, fire, power interruption, pandemic, work stoppage,\nregulatory or food safety issue or other problem at this facility would significantly disrupt our ability to process and deliver our products\nand operate its business. The facility and equipment is costly and may require substantial time to replace or repair if necessary. During\nsuch time, we may not be able to find suitable factory to replace the output from our facility on a timely basis or at a reasonable cost,\nif at all. We may also experience facility shutdowns or periods of reduced production because of regulatory issues, equipment failure\nor delays in deliveries. Any such disruption or unanticipated event may cause significant interruptions or delays in our business. Any\ndisruption in the operation of our facility, or damage to a material amount of our equipment or inventory, would materially and adversely\naffect our business, financial condition and results of operations.\n\n \n\nWe do not own any real properties. The lease agreement\nfor our food processing factory has a term of 18 months and may be renewed upon mutual agreement. There is no assurance\nthat such tenancy agreement will not be terminated or will be renewed on commercially favorable terms. In the event that the tenancy agreement\nis terminated or not renewed, our business and operation may be interrupted and adversely affected as we will have to relocate our food\nprocessing factory to other premises. In the event that we fail to relocate our food processing factory to suitable alternative premises\nin a timely manner or at all, our business operations, financial position, results of operations and reputation would be adversely affected.\nEven if we are able to relocate our food processing factory to an alternative premises, such relocation will incur relocation costs, which\nmay be substantial and in turn adversely affect our financial conditions. Besides, in the event that our rental expenses for the food\nprocessing factory increase, our operating expenses will increase which will in turn materially and adversely affect our business, results\nof operations and prospects.\n\n** **\n\n**We currently rely on third-party supply\nchain management company to operate the food processing factory and provision of labor for product packaging. Any failure to adequately\nstore, maintain and deliver our products could materially adversely affect our business, reputation, financial condition, and operating\nresults.**\n\n \n\nOur ability to adequately process, store,\nmaintain, and deliver our wine and caviar products is critical to our business. We contract with third-party supply chain\nmanagement company, to operate of our food processing factory and to provide labor for packaging and delivery services for our\nproducts. As of the date of this Annual Report, we have contracted our Supply Chain Company to operate the aforesaid activities on\nour behalf. In order to maintain the quality, safety and freshness of our wine and caviar products, the food processing factory is\nequipped with temperature control system that mandates a prescribed temperature range. Any unexpected and adverse changes in the\noptimal storage conditions of our food processing factory may expedite the deterioration of such products and in turn heighten the\nrisk of inventory obsolescence or exposure to litigation matters. Any failure by our Supply Chain Company or the\nthird-party supply chain management business partner to adequately store, maintain, or transport our products could negatively\nimpact the safety, quality and merchantability of our products and the experience of our customers. The occurrence of any of these\nrisks could materially adversely affect our business, reputation, financial condition, and operating results. In the event of\nextended power outages, labor disruptions, natural disasters or other catastrophic occurrences, failures of the temperature control\nsystem systems in the food processing factory, warehouses or delivery vehicles, or other circumstances, our inability to store\ninventory at the controlled temperatures could result in significant product inventory losses, as well as increased risk of\nfood-borne illnesses and other food safety incidents.\n\n \n\nFurther, we rely on the supply chain management\ncompany for the provision of labor for carrying out product packaging at our food processing factory. There is no guarantee that the\nsupply chain management company will be able to supply stable labor force or continue to supply labor at fees acceptable to us or our\nrelationship with them could be maintained in the future. Any disruption, delay or inability of the supply chain management company in\nsupplying processing labor to us may materially and adversely affect our business, results of operations, financial conditions and prospects.\n\n \n\nThere is no assurance that the quality of\nworks provided by the processing labor from the supply chain management company can fulfil the requirements of us or our customers.\nWe may not be able to monitor the performance of the processing staff supplied by the supply chain management company as directly\nand efficiently as with our own labor, thereby exposing us to the risks associated with non-performance, late performance or\nsub-standard performance of the processing staff. Since we remain accountable to our customers for the performance of the\nprocessing staff, we may incur additional costs or be subject to liability under the relevant contracts between us and our customers\nfor the processing staff’s unsatisfactory performance, thereby resulting in material adverse impacts on our reputation,\nbusiness operation and financial position.\n\n** **\n\n23\n\n \n\n \n\n**Failure to maintain and renew the food\nfactory license for our food processing factory premises may materially and adversely our business and results of operations.**\n\n \n\nPursuant to section 31(1) of the Food Business\nRegulation (Chapter 132X of the Laws of Hong Kong) (“FBR”), no person shall carry on or cause, permit or suffer\nto be carried on any food factory business except under and in accordance with a food factory license from the Food and Environmental\nHygiene Department of Hong Kong (the “FEHD”), which is required for the food business involving the preparation of food\nfor sale for human consumption off the premises.\n\n \n\nThe FEHD may grant a provisional food factory\nlicense to a new applicant who has fulfilled the basic requirements in accordance with the FBR pending fulfilment of all outstanding\nrequirements for the issue of a full food factory license. A provisional food factory licenses is valid for a period of six months\nor lesser and a full food factory license is valid generally for a period of one year, both subject to payment of the prescribed license\nfees and continuous compliance with the requirements under the relevant legislation and regulations. A provisional food factory license\nis renewable once and a full food factory license is renewable annually.\n\n \n\nWe have leased a food processing factory located\nin Tsuen Wan, Hong Kong from the supply chain management company for carrying out the packaging and labelling of our wine and caviar\nproducts. The food processing factory has obtained a full food factory license from the Food and Environmental Hygiene Department of\nHong Kong which is essential for food business involving the preparation of food for sale for human consumption off the premises. In compliance with the FBR,\nwe rely on the landlord of our food processing factory premises to apply for, maintain and renew the food factory license from the FEHD\nfor the operation of our food processing factory premises. There is no assurance that our food processing factory premises will obtain\nthe required food factory license. If we or the landlord fails to comply with the applicable requirements or any required conditions,\nthe food factory license may be suspended, cancelled or denied renewal upon its expiry, which could result in disruption to our ongoing\nbusiness and thereby materially and adversely affect our business, financial position, results of operations and prospects. We may also\nbe liable to fines and/or other legal consequences for failure to obtain the necessary approvals, licenses and permits, which may materially\nand adversely affect our business and results of operations.\n\n** **\n\n**Failure to manage our inventory effectively\ncould increase our loss rate, lower our profit margins, or cause us to lose sales, either of which could have a material adverse effect\non our business, financial conditions and results of operations.**\n\n \n\nManaging our inventory effectively is critical\nto the success of our business. Since wine and caviar is perishable in nature, if we fail to manage our inventory effectively, we may\nbe subject to a heightened risk of inventory obsolescence, a decline in inventory values, and significant inventory write-downs or\nwrite-offs. Moreover, we may be required to lower sale prices in order to reduce inventory level, which may lead to lower gross margins.\nThese factors may materially and adversely affect our results of operations and financial conditions. Further, we are exposed to inventory\nrisks as a result of a variety of factors beyond our control, including changes in consumer preferences or economic conditions, uncertainty\nof market acceptance of new wine and caviar products, etc. We cannot assure you that there will not be under-stocking or over-stocking of\ninventory.\n\n** **\n\n**We are subject to credit risk in relation\nto the collectability of our trade receivables from customers.**\n\n \n\nWe generally grant a credit period of 30 to 60 days\nto our customers. We cannot assure you that our customers will make payment in full to us on a timely basis. Delays in receiving payments\nfrom or non-payment by our customers may result in pressure on our cash flow position and our ability to meet our working capital\nrequirements. Our liquidity and cash flows from operations may be materially and adversely affected if our collection periods lengthen\nfurther or if we encounter any material defaults of payment, or provisions for impairment, of our trade receivables from customers. Should\nthese events occur, we may be required to obtain working capital from other sources, such as from third-party financing, in order\nto maintain our daily operations, and such financing from outside sources may not be available at acceptable terms or at all.\n\n** **\n\n24\n\n \n\n \n\n**We may not be able to maintain our historical\ngrowth rates or gross profit margins, and our operating results may fluctuate significantly. If our results fall below market expectations,\nthe trading price of our Class A Ordinary Shares may be affected.**\n\n \n\nWe have experienced significant growth in our\nrevenue and gross profit in the past years. We cannot assure you that we will be able to maintain our revenue growth or gross profit\nmargins at historical levels, or at all. Moreover, our operating results may fluctuate significantly as a result of numerous factors,\nmany of which are outside of our control. These factors include, among others:\n\n \n\n \n●\nour ability to maintain\nand further promote our operating subsidiary as a world-renowned supplier of wine and caviar products;\n\n \n\n \n●\nour ability to attract\nnew customers, maintain existing customers and expand our market share;\n\n \n\n \n●\nthe success of our marketing\nand brand building efforts;\n\n \n\n \n●\nthe timing and market acceptance\nof new products introduced by us or our competitors;\n\n  \n\n \n●\nour ability to broaden\nour product portfolio at a reasonable cost and in a timely manner;\n\n \n\n \n●\nfluctuations in demand\nfor our products as a result of changes in pricing policies by us or our competitors;\n\n \n\n \n●\nour ability to develop\nnew products in response to changes in customer demographics and consumer tastes and preferences; and\n\n \n\n \n●\nchanges in global economic\nconditions.\n\n** **\n\n**Any negative publicity regarding our Company,\nmanagement team, employees or products, regardless of its veracity, could adversely affect our business.**\n\n \n\nAs a fast-growing supplier of luxury wine\nand caviar products, our image is highly relevant to the public’s perception of us as a business in entirety, which includes not\nonly the quality, safety and competitiveness of our products, but also our corporate management and culture. We cannot guarantee that\nno one will, intentionally or incidentally, distribute information about us, especially regarding the quality and safety of our products\nor our internal management matters, which may result in negative perception of us by the public. Any negative publicity about us, management\nteam, employees or products, regardless of veracity, could lead to potential loss of consumer confidence or difficulty in retaining or\nrecruiting talent that is essential to our business operations. As a result, our business, financial conditions, results of operations,\nreputation and prospects may be materially and adversely affected.\n\n** **\n\n**We may incur higher costs in connection\nwith our branding and marketing efforts, and some marketing campaigns may not be effective in attracting or retaining consumers.**\n\n \n\nWe are dedicated to enhancing our brand awareness.\nAs part of our sales and marketing efforts, we have proactively participated in food expo and set up pop-up stores across the world.\nWe have also collaborated with famous food bloggers and used different online platforms and media coverage to promote and strengthen\nthe publicity of our products. We regularly invite chefs of notable hotels and restaurants to our tasting events. However, we cannot\nguarantee that our marketing efforts will be well received by customers and result in higher sales. In addition, marketing trends and\napproaches in the wine and caviar market are evolving, which requires us to enhance our marketing approaches and experiment with new\nmarketing methods to keep pace with industry developments and consumer preferences. Failure to refine our marketing approaches or to\nadopt new, more cost-effective marketing techniques could negatively affect our business, growth prospects and results of operations.\n\n** **\n\n25\n\n \n\n \n\n**We have limited insurance to cover our\npotential losses and claims.**\n\n \n\nWe purchase and maintain insurance policies that\nwe believe are customary with the standard commercial practice in our industry and as required under the relevant laws and regulations.\nHowever, we cannot guarantee that our insurance policies will provide adequate coverage for all the risks in connection with our business\noperations. Consistent with customary practice in the wine and caviar industry, we do not carry any business interruption, product liability,\nor litigation insurance. If we were to incur substantial losses and liabilities that are not covered by our insurance policies, we could\nsuffer significant costs and diversion of our resources, which could have a material and adverse effect on our financial conditions and\nresults of operations. We may be required to bear our losses to the extent that our insurance coverage is insufficient.\n\n** **\n\n**We are subject to risks relating to litigation\nand disputes, which could adversely affect our business, prospects, results of operations and financial conditions, and may face significant\nliabilities as a result.**\n\n \n\nWe may be subject to litigation, disputes or\nclaims of various types brought by our competitors, suppliers, customers, employees, business partners, lenders or other third parties.\nWe cannot assure you that we will not be subject to disputes, complaints or legal proceedings in the future, which may damage our reputation,\nevolve into litigations or otherwise have a material adverse impact on our reputation and business.\n\n \n\nShould any future claims against us fall outside\nthe scope and/or limit of insurance coverage, our financial position may be adversely affected. Regardless of the merits, legal proceedings\ncan be time-consuming and costly, and may divert our management’s attention away from our business operation, thereby adversely\naffecting our business operation and financial position. Legal proceedings which result in unfavorable judgment against us may cause\nfinancial losses and damages to our reputation, thereby materially and adversely affecting our business, financial position, results\nof operations and prospect.\n\n \n\n**Our business and reputation may be affected\nby product liability claims, litigation, complaints or adverse publicity in relation to our products.**\n\n \n\nAs the wine and caviar products we sell are for\nhuman consumption, there is an inherent health risk which may result from tampering by unauthorized third parties, or product contamination\nor degeneration, including the presence of foreign contaminants, chemicals, substances or other agents or residues during the various\nstages of farming, processing and transportation.\n\n \n\nLitigation and complaints from consumers or government\nauthorities concerning product quality, health or other issues may affect our industry as a whole and may cause consumers to avoid consuming\nthe wine and caviar products that we sell. Any litigation or adverse publicity surrounding any of these allegations may negatively affect\nour businesses, regardless of whether the allegations are true, thereby discouraging consumers from buying our products. We may also\nbecome party to various other lawsuits, claims, and other legal proceedings arising in the normal course of business, which may include\nlawsuits, claims, or other legal proceedings relating to the marketing and labeling of products or brand, intellectual property, contracts,\nproduct recalls or withdrawals, employment matters, environmental matters, or other aspects of our business. Even when lawsuits, claims,\nand other legal proceedings are not merited, the defense of lawsuits and claims divert the attention of management and other personnel\nand may result in adverse publicity about our products and brand, and we may incur significant expenses in defending these lawsuits and\nclaims. In connection with claims, litigation or other legal proceedings, we may be required to pay damage awards or settlements or become\nsubject to injunctions or other equitable remedies, which could have a material adverse effect on our financial position, cash flows,\nor results of operations. Certain claims may not be covered by insurance or certain covered claims may exceed applicable coverage limits,\nor one or more of our insurance carriers could become insolvent. The outcome of litigation is often difficult to predict and the outcome\nof pending or future litigation may have a material adverse effect on our financial position, cash flows, or results of operations. Adverse\npublicity about regulatory or legal action against us or adverse publicity about our products (including the resources needed to produce\nthem) could damage our reputation and brand image, undermine consumer confidence, and reduce demand for our products, even if the regulatory\nor legal action is unfounded or not material to our operations or even if the adverse publicity regarding our products is unfounded.\n\n \n\nMoreover, unfavorable studies or media reports\n(including those regarding the health impact of wine and caviar) may have a negative impact on the public perception of wine and caviar,\nwhether or not the claims are accurate. We cannot guarantee that our products will not cause any health-related illnesses or injury\nin the future, or that we will not be subject to claims or litigation relating to such matters. If any of the above were to occur, our\nsales could be negatively impacted, which could have a material and adverse effect on our business, financial conditions, results of\noperation and prospects.\n\n** **\n\n26\n\n \n\n \n\n**We may not be able to obtain finance from\ntime to time to fund our operations and maintain growth.**\n\n \n\nIn order to fund our operations and maintain\nour growth or expand our business, we may need to obtain future funding including equity financing or banking facilities from our banks\nfrom time to time. However, we may face the limitation of not having sufficient amount of security or pledge to secure additional debt\nfinancing. Further, there may be occasions where we are unable to obtain financing at commercial terms favorable or acceptable to us\nor at all. If these circumstances arise, our business, results of operations, and growth could be compromised.\n\n** **\n\n**Our growth prospects may be limited if\nwe do not successfully implement our future plans and growth strategy.**\n\n \n\nOur growth is based on assumptions of future\nevents which include (a) the continuous growth in the wine and caviar industry; (b) our ability in further expanding our global\nmarket presence; (c) our ability in strengthening our sales and marketing activities; (d) expansion in our sources of wine\nand caviar as well as product portfolio; and (e) expansion in our customer base. Furthermore, our future business plans may be hindered\nby other factors that are beyond our control, such as competition within the wine and caviar industry and market conditions. Therefore,\nthere is no assurance that any of our future business plans will materialize within the planned timeframe, or that our objectives will\nbe fully or partially accomplished.\n\n \n\nOur prospects must be considered in light of\nthe risks and challenges which we may encounter in various stages of the development of our business. If the assumptions which underpin\nour future plans prove to be incorrect, our future plans may not be effective in enhancing our growth, in which case our business, financial\nconditions and results of operations may be adversely affected.\n\n** **\n\n**We may grow, in part, through acquisitions,\nwhich involve various risks, and we may not be able to identify or acquire companies consistent with our growth strategy or successfully\nintegrate acquired businesses into our operations.**\n\n \n\nWe may intend to pursue opportunities to expand\nour business by acquiring other companies in the future. Acquisitions involve risks, including those relating to:\n\n \n\n \n●\nidentification of appropriate\nacquisition candidates;\n\n \n\n \n●\nnegotiation of acquisitions\non favorable terms and valuations;\n\n \n\n \n●\nintegration of acquired\nbusinesses and personnel;\n\n \n\n \n●\nimplementation of proper\nbusiness and accounting controls;\n\n \n\n \n●\nability to obtain financing,\nat favorable terms or at all;\n\n \n\n \n●\ndiversion of management\nattention;\n\n \n\n \n●\nretention of employees\nand customers;\n\n \n\n \n●\nnon-employee driver\nattrition;\n\n \n\n \n●\nunexpected liabilities;\nand\n\n \n\n \n●\ndetrimental issues not\ndiscovered during due diligence.\n\n \n\nAcquisitions also may affect our short-term cash\nflow and net income as we expend funds, potentially increase indebtedness and incur additional expenses. If we are not able to identify\nor acquire companies consistent with our growth strategy, or if we fail to successfully integrate any acquired companies into our operations,\nwe may not achieve anticipated increases in revenue, cost savings and economies of scale, our operating results may actually decline\nand acquired goodwill and intangibles may become impaired.\n\n** **\n\n27\n\n \n\n \n\n**We are dependent on our senior management\nteam and other key employees, and the loss of any such personnel could materially and adversely affect our business, operating results\nand financial conditions.**\n\n \n\nWe believe that our performance and success is,\nto a certain extent, attributable to the extensive industry knowledge and experience of our key executives and personnel. Our continued\nsuccess is dependent, to a large extent, on the ability to attract and retain the services of the key management team. However, competition\nfor key personnel in our industry is intense. We may not be able to retain the services of our directors or other key personnel, or attract\nand retain high-quality personnel in the future. If any of our key personnel departs from us, and we are not able to recruit a suitable\nreplacement with comparable experience to join us on a timely basis, our business, operations and financial conditions may be materially\nand adversely affected.\n\n** **\n\n**Acts of God, acts of war, epidemics and\nother disasters could materially and adversely affect our business.**\n\n \n\nOur business is subject to the general and social\nconditions in Hong Kong, the PRC and other jurisdictions in or to which our wine and caviar products are grown, produced, distributed\nor consumed. Natural disasters, epidemics, acts of God and other disasters that are beyond our control could adversely affect the economy,\ninfrastructure and livelihood of the people of such jurisdictions. Our business, results of operations and financial conditions could\nbe adversely affected if these natural disasters occur. Moreover, political unrest, wars and terrorist attacks may cause damage or disruption\nto us, our employees, suppliers or customers, any of which could adversely affect our business, results of operations, financial conditions\nor share price. Potential war or threat of terrorist attacks may also cause uncertainty and cause our business to suffer in ways that\nwe cannot currently predict. We cannot control the occurrence of these catastrophic events and our business operations will at the times\nbe subject to the risks of these uncertainties.\n\n \n\n**Any future occurrence of force majeure\nevents, natural disasters or outbreaks of contagious diseases, may materially and adversely affect our\nbusiness, financial conditions and results of operations.**\n\n \n\nAny future occurrence of force majeure events, natural disasters or\noutbreaks of epidemics and contagious diseases, including avian influenza, severe acute respiratory syndrome, H1N1 influenza and Ebola\nvirus in Hong Kong, the PRC and other jurisdictions in or to which our wine and caviar products are grown, produced, distributed\nor consumed may materially and adversely affect our business, financial conditions and results of operations. An outbreak of an epidemic\nor contagious disease or other adverse public health developments in the world could result in a widespread health crisis and restrict\nthe level of business activities in affected areas, which may, in turn, materially and adversely affect our business.\n\n \n\nWe cannot assure you that any future occurrence of natural disasters or outbreaks of epidemics and\ncontagious diseases, or the measures taken by the government of different countries in response to such contagious diseases will not\nseriously disrupt our operations or those of our customers or suppliers, which may materially and adversely affect our business, financial\nconditions and results of operations.\n\n** **\n\n**Technology failures or security breaches\ncould disrupt our operations and negatively impact our business.**\n\n \n\nIn the normal course of business, we rely on\ninformation technology systems to process, transmit, and store electronic information. For example, we utilize information technology\nto communicate with the supplier, logistic services provider, and distributors, and to manage our production and distribution facilities\nand inventory. Information technology systems are also integral to the reporting of our results of operations. Furthermore, a significant\nportion of the communications between, and storage of personal data of, our personnel, customers, and suppliers depend on information\ntechnology, including social media platforms.\n\n \n\nOur information technology systems may be vulnerable\nto a variety of interruptions due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks,\ntelecommunications failures, computer viruses, hackers, and other security issues. These events could compromise our confidential information,\nimpede, or interrupt our business operations, and may result in other negative consequences, including remediation costs, loss of revenue,\nlitigation and reputational damage. Furthermore, if a breach or other breakdown results in disclosure of confidential or personal information,\nwe may suffer reputational, competitive and/or business harm. While we have implemented administrative and technical controls and taken\nother preventive actions to reduce the risk of cyber incidents and protect our information technology, they may be insufficient to prevent\nphysical and electronic break-ins, cyber-attacks, or other security breaches to our computer systems, which could have a material adverse\neffect on our business, financial condition or results of operations.\n\n** **\n\n28\n\n \n\n \n\n**Failure to comply with cybersecurity, data\nprivacy, data protection, or any other laws and regulations related to data may materially and adversely affect our business, financial\ncondition, and results of operations.**\n\n \n\nWe may be subject to a variety of cybersecurity,\ndata privacy, data protection, and other laws and regulations related to data, including those relating to the collection, use, sharing,\nretention, security, disclosure, and transfer of confidential and private information, such as personal information and other data. These\nlaws and regulations, such as the Data Protection Act (As Revised) of the Cayman Islands, apply not only to third-party transactions,\nbut also to transfers of information within our organization, which relates to our investors, employees, contractors and other counterparties.\nThese laws and regulations may restrict our business activities and require us to incur increased costs and efforts to comply, and any\nbreach or non-compliance may subject us to proceedings against us, damage our reputation, or result in penalties and other significant\nlegal liabilities, and thus may materially and adversely affect our business, financial conditions, and results of operations.\n\n** **\n\n**Fluctuations in exchange rates could result\nin foreign currency exchange losses, which may adversely affect our financial conditions, results of operations and cash flows.**\n\n** **\n\nWe sourced substantial portion of our wine and\ncaviar from the PRC, hence a substantial portion of our purchases were denominated in RMB. Meanwhile, the sales to our customers\nwere billed and settled in HKD. Therefore, we are exposed to foreign exchange risks. The value of HKD against RMB and other currencies\nmay fluctuate and is affected by, among other factors, the policies of the PRC government and changes in the PRC’s and international\npolitical and economic conditions. As we did not enter into any formal hedging policy, foreign currency exchange contracts or derivative\ntransactions, we are exposed to foreign currency fluctuations. Any appreciation or depreciation of RMB relative to HKD would affect our\nfinancial results.\n\n \n\nFurther, it is difficult to predict how market\nforces or Hong Kong, Mainland China, the U.S. or other government policies may impact the exchange rate among HKD, RMB, USD\nand other currencies in the future. Moreover, fluctuation in the exchange rate will affect the relative value of earnings from and the\nvalue of any foreign currency-denominated investments we make in the future. Should we face significant volatility in these foreign\nexchange rates and we cannot procure any specific foreign exchange control measures to mitigate such risks, our results of operations\nand financial performance shall be adversely affected.\n\n** **\n\n**We may be affected by the currency peg\nsystem in Hong Kong.**\n\n \n\nSince 1983, Hong Kong dollars have been\npegged to the US dollars at the rate of approximately HKD7.8 to USD1.0. We cannot assure you that this policy will not be changed in\nthe future. If the pegging system collapses and HKD suffer devaluation, the HKD cost of our expenditures denominated in foreign currency\nmay increase. This would in turn adversely affect the operations and profitability of our business.\n\n \n\n**Our internal controls over financial reporting\nmay not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which\ncould have a significant and adverse effect on our business and reputation.**\n\n \n\nPrior to our initial public offering, we were\na private company with limited accounting personnel and other resources to address our internal controls and procedures. Accordingly,\nwe will be in a continuing process of developing, establishing, and maintaining internal controls and procedures that will allow our\nmanagement to report on, and our independent registered public accounting firm to attest to, our internal controls over financial reporting\nif and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002.\n\n \n\nAs a company with less\nthan US$1.235 billion in revenue for the fiscal year of 2025, we qualify as an “emerging growth company” pursuant to the JOBS\nAct. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable\ngenerally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley\nAct of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.\n\n \n\nThis annual report does\nnot include a report of management’s assessment regarding internal control over financial reporting or an attestation report by\nour independent registered public accounting firm due to a transition period established by rules of the SEC for newly listed public\ncompanies.\n\n \n\n29\n\n \n\n \n\n**Risks Related to our Class A Ordinary Shares**\n\n \n\n**Short\nselling may drive down the market price of our Class A Ordinary Shares.**\n\n** **\n\nShort selling\nis the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying\nidentical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares\nbetween the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase\nthan it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers\npublish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects\nin order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have,\nin the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations\nare proven to be true or untrue, we would have to expend a significant amount of resources to investigate such allegations and/or defend\nourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can\nproceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.\n\n \n\n**Our dual-class share structure with different\nvoting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control\ntransactions that holders of our Class A ordinary shares may view as beneficial.**\n\n** **\n\nWe have a dual-class share structure such that\nour ordinary shares consist of Class A Ordinary Shares and Class B Ordinary Shares with disparate voting powers. In respect of matters\nrequiring the votes of shareholders, holders of Class A Ordinary Shares will be entitled to one vote per share, while holders of Class\nB ordinary shares will be entitled to thirty (30) votes per share based on our dual-class share structure.\n\n \n\nThrough Winwin Development Group Limited, Mr. Kim Kwan Kings, WONG\nowned approximately 40.07 of our issued and outstanding Class A Ordinary Shares and 100% of our issued and outstanding Class B Ordinary\nShares, representing 89.76% voting rights as of the date of this annual report. See “Item 6. Directors, Senior Management and Employees—6.E.\nShare Ownership” for details on ordinary shares beneficially owned by Mr. Kim Kwan Kings, WONG. As a result of the dual-class share\nstructure and the concentration of ownership, holders of Class B Ordinary Shares will have considerable influence over matters such as\ndecisions regarding mergers and consolidations, election of directors and other significant corporate actions. Such holders may take actions\nthat are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a\nchange in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium\nfor their Class A Ordinary Shares as part of a sale of our company and may reduce the price of our Class A Ordinary Shares. This concentrated\ncontrol will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover\nor other change of control transactions that holders of Class A ordinary shares may view as beneficial.\n\n \n\n**The dual-class structure of our shares\nmay adversely affect the trading market for our Class A Ordinary Shares.**\n\n** **\n\nS&P Dow Jones and FTSE Russell have announced\nchanges to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude\ncompanies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being\nadded to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures.\nAs a result, the dual class structure of our shares may prevent the inclusion of Class A Ordinary Shares in such indices and may cause\nshareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change\nour capital structure. Any such exclusion from indices could result in a less active trading market for our Class A Ordinary Shares.\nAny actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also\nadversely affect the value of our Class A Ordinary Shares.\n\n** **\n\n**We are a “controlled company”\nwithin the meaning of the Nasdaq Stock Market Rules and, as a result, may rely on exemptions from certain corporate governance requirements\nthat provide protection to shareholders of other companies.**\n\n** **\n\nWe are, and will continue to be, a “controlled\ncompany” as defined under corporate governance rules of Nasdaq Stock Market, because Mr. Kim Kwan Kings, WONG, our CEO and Chairman\nof the Board, beneficially owned approximately 40.07 of our issued and outstanding Class A Ordinary Shares and 100% of our issued and\noutstanding Class B Ordinary Shares, representing 89.76% voting rights as of the date of this annual report. For further information,\nsee “Item 7. Major Shareholders and Related Party Transactions –\n7.A. Major Shareholders.”\n\n \n\nUnder the Nasdaq Listing Rules, a company of\nwhich more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and\nis permitted to elect to rely, and may rely, on certain exemptions from the obligation to comply with certain corporate governance requirements,\nincluding:\n\n \n\n \n●\nthe requirement that our\ndirector nominees must be selected or recommended solely by independent directors; and\n\n \n\n \n●\nthe requirement that we\nhave a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing\nthe committee’s purpose and responsibilities.\n\n \n\n30\n\n \n\n \n\nAlthough we do not intend to rely on the “controlled\ncompany” exemptions under the Nasdaq Listing Rules even if we are deemed to be a “controlled company,” we could elect\nto rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority\nof the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation\ncommittees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain\na controlled company and during any transition period following a time when we are no longer a controlled company, you would not have\nthe same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.\n\n \n\n**Our controlling shareholders have substantial\ninfluence over and our interests may not be aligned with the interests of our other shareholders.**\n\n** **\n\nAs of the date of this annual report, Mr. Kim\nKwan Kings, WONG, our CEO and Chairman, beneficially owned approximately 40.07 of our issued and outstanding Class A Ordinary Shares\nand 100% of our issued and outstanding Class B Ordinary Shares, representing 89.76% voting rights as of the date of this annual report.\nKim Kwan Kings, WONG has substantial influence over our business, including decisions regarding mergers, consolidations, the sale of\nall or substantially all of our assets, election of directors, declaration of dividends and other significant corporate actions. As a\ncontrolling shareholder, Kim Kwan Kings, WONG may take actions that are not in the best interests of our other shareholders. These actions\nmay be taken in many cases even if they are opposed by our other shareholders. In addition, this concentration of ownership may discourage,\ndelay or prevent a change in control which could deprive you of an opportunity to receive a premium for your securities as part of a\nsale of our Company.\n\n \n\n**The PCAOB may be unable to inspect or fully\ninvestigate our auditors as required under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended. If the PCAOB is unable\nto conduct such inspections for two consecutive years, the SEC will prohibit the trading of our shares. The delisting of our shares,\nor the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability\nof the PCAOB to conduct inspections of our auditors would deprive our investors of the benefits of such inspections.** \n\n \n\nOn April 21, 2020, SEC Chairman Jay Clayton\nand PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks\nassociated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement\nemphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks\nof fraud in emerging markets.\n\n \n\nOn May 18, 2020, Nasdaq filed three proposals\nwith the SEC to (i) apply a minimum offering size requirement for companies primarily operating in a “Restrictive Market”,\n(ii) adopt a new requirement relating to the qualification of management or board of directors for Restrictive Market companies,\nand (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s\nauditors.\n\n \n\nOn May 20, 2020, the U.S. Senate passed\nthe Holding Foreign Companies Accountable Act (“HFCAA”), requiring a foreign company to certify it is not owned or controlled\nby a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB\ninspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities\nare prohibited to trade on a national securities exchange or in the over-the-counter trading market in the U.S. On December 2,\n2020, the U.S. House of Representatives approved the HFCAA. On December 18, 2020, the HFCAA was signed into law.\n\n \n\nOn March 24, 2021, the SEC announced that\nit had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the HFCAA. The\ninterim final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or\nN-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the\nPCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction.\nThe SEC will implement a process for identifying such a registrant and any such identified registrant will be required to submit documentation\nto the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction, and will also require\ndisclosure in the registrant’s annual report regarding the audit arrangements of, and governmental influence on, such a registrant.\n\n \n\nOn June 22, 2021, the U.S. Senate passed\nthe Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which was signed into law on December 29, 2022,\namending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its\nauditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.\n\n \n\n31\n\n \n\n \n\nOn September 22, 2021, the PCAOB adopted\na final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA,\nwhether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction\nbecause of a position taken by one or more authorities in that jurisdiction.\n\n \n\nOn December 2, 2021, the SEC issued amendments\nto finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the\nSEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in\na foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign\njurisdictions.\n\n \n\nOn December 16, 2021, the PCAOB issued a\nreport on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered\nin mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions, which determinations were\nvacated on December 15, 2022.\n\n \n\nOn August 26, 2022, the PCAOB announced\nthat it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of\nFinance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”),\nestablishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based\nin mainland China and Hong Kong, as required under U.S. law.\n\n \n\nOn December 15, 2022, the PCAOB announced\nthat it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in\nmainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable\nto inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However,\nwhether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered\nin mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s\ncontrol. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume\nregular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations\nas needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA\nif needed.\n\n \n\nWe have engaged CHI-LLTC as our current auditor. CHI-LLTC is headquartered\nin Malaysia and registered with the PCAOB. CHI-LLTC is subject to the laws in the United States, which enable the PCAOB to conduct regular\ninspections to assess the firm’s compliance with the relevant professional standards. Our previous auditor, Audit Alliance LLP,\nis a firm headquartered in Singapore and registered with the PCAOB, is subject to laws in the United States pursuant to which the\nPCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. As of the date\nof this annual report, our current and previous auditors are not subject to the PCAOB determinations. \n\n \n\nOur ability to retain an auditor subject to PCAOB\ninspection and investigation, including but not limited to inspection of the audit working papers related to us, may depend on the relevant\npositions of U.S. and Chinese regulators. With respect to audits of companies with operations in China, such as the Company, there are\nuncertainties about the ability of our auditor to fully cooperate with a request by the PCAOB for audit working papers in China without\nthe approval of Chinese authorities. Whether the PCAOB will be able to conduct inspections of our auditor, including but not limited\nto inspection of the audit working papers related to us, in the future is subject to substantial uncertainty and depends on a number\nof factors out of our, and our auditor’s, control. If our shares and shares are prohibited from trading in the United States, there\nis no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United\nStates. Such a prohibition would substantially impair your ability to sell or purchase our shares when you wish to do so, and the risk\nand uncertainty associated with delisting would have a negative impact on the price of our shares. Also, such a prohibition would significantly\naffect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business,\nfinancial condition, and prospects.\n\n \n\n32\n\n \n\n \n\n**The trading price\nof our Class A Ordinary Shares may be volatile, which could result in substantial losses to you.**\n\n \n\nThe trading price of our Class A Ordinary Shares\nis likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen due to broad market and industry\nfactors, such as performance and fluctuation in the market prices or underperformance or deteriorating financial results of other listed\ncompanies based in Hong Kong and Mainland China. The securities of some of these companies have experienced significant volatility\nsince their initial public offerings, including, in some cases, substantial price declines in the trading price of their securities.\nThe trading performances of other Hong Kong and Chinese companies’ securities after their offerings may affect the attitudes\nof investors towards Hong Kong-based, U.S.-listed companies, which consequently may affect the trading performance of our Class\nA Ordinary Shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate\ngovernance practices or fraudulent accounting, corporate structure or matters of other Hong Kong and Chinese companies may also\nnegatively affect the attitudes of investors towards Hong Kong and Chinese companies in general, including us, regardless of whether\nwe have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and\nvolume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price\nof our Class A Ordinary Shares.\n\n \n\nIn addition to the above factors, the price and\ntrading volume of our Class A Ordinary Shares may be highly volatile due to multiple factors, including the following:\n\n \n\n \n●\npolitical, social and economic\nconditions in Mainland China and Hong Kong;\n\n \n\n \n●\nvariations in our revenue,\nprofit, and cash flow;\n\n \n\n \n●\nthe operating and stock\nprice performance of other companies, other industries and other events or factors beyond our control;\n\n \n\n \n●\nfluctuations of exchange\nrates among HKD, RMB, and USD;\n\n \n\n \n●\ngeneral market conditions\nor other developments affecting us or the wine and caviar industry in which we operate;\n\n \n\n \n●\nactual or anticipated fluctuations\nin our results of operations and changes or revisions of our expected results;\n\n \n\n \n●\nchanges in financial estimates\nor recommendations by securities research analysts;\n\n \n\n \n●\ndetrimental negative publicity\nabout us, our services, our officers, directors, Controlling Shareholders, other beneficial owners, our business partners, or our\nindustry;\n\n \n\n \n●\nannouncements by us or\nour competitors of new product offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments;\n\n \n\n \n●\nadditions to or departures\nof our senior management;\n\n \n\n \n●\nlitigation or regulatory\nproceedings involving us, our officers, Directors, or Controlling Shareholders;\n\n \n\n \n●\ndevelopments in information\ntechnology and our capability to catch up with the technology innovations in the industry;\n\n \n\n \n●\nthe realization of any\nof the other risk factors presented in this annual report;\n\n \n\n \n●\nchanges in investors’\nperception of our Company and the investment environment generally;\n\n \n\n \n●\nthe liquidity of the market\nfor our Class A Ordinary Shares;\n\n \n\n \n●\nrelease or expiry of lock-up or\nother transfer restrictions on our outstanding Class A Ordinary Shares; and\n\n \n\n \n●\nsales or perceived potential\nsales of additional Class A Ordinary Shares.\n\n \n\n33\n\n \n\n \n\nAny of these factors may result in large and\nsudden changes in the volume and price at which our Class A Ordinary Shares will be traded.\n\n \n\nRecently, there have been instances of extreme\nstock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings,\nespecially among companies with relatively smaller public floats. As a relatively small-capitalization company with\nrelatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less\nliquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial\nprice volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may\nbe unrelated to our actual or expected operating performance, financial conditions or prospects, making it difficult for prospective\ninvestors to assess the rapidly changing value of our Class A Ordinary Shares.\n\n \n\nIn addition, if the trading volumes of our Class\nA Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary\nShares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage\nchanges in price occurring in any trading day session. Holders of our Class A Ordinary Shares may also not be able to readily liquidate\ntheir investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic\nand political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors\nmay experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares\nalso could adversely affect our ability to issue additional shares of Class A Ordinary Shares or other securities and our ability to\nobtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will develop\nor be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the shares\nthey hold or may not be able to sell their shares at all.\n\n \n\nIn the past, shareholders of public companies\nhave often brought securities class action suits against those companies following periods of instability in the market price of their\nsecurities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and\nother resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our\nresults of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise\ncapital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which\ncould have a material adverse effect on our financial conditions and results of operations.\n\n \n\n**Our Class A Ordinary Shares may be thinly\ntraded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire\nto liquidate your shares.**\n\n** **\n\nOur Class A Ordinary Shares may be “thinly-traded,”\nmeaning that the number of persons interested in purchasing our Class A Ordinary Shares at or near bid prices at any given time may be\nrelatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively\nunknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales\nvolume, and that even if we come to the attention of such persons, they tend to be risk-averse and might be reluctant to follow\nan unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a\nconsequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared\nto a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an\nadverse effect on share price. A broad or active public trading market for our Class A Ordinary Shares may not develop or be sustained.\n\n \n\n**If securities\nor industry analysts do not publish or publish inaccurate or unfavorable research about our business, or if they adversely change their\nrecommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.**\n\n \n\nThe trading market for\nour Class A Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about us or\nour business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers\nus downgrades our Class A Ordinary Shares or publishes inaccurate or unfavorable research about our business, the market price for our\nClass A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of the Company or fail to publish reports\non us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for\nour Class A Ordinary Shares to decline.\n\n** **\n\n**If we fail to meet applicable listing requirements,\nNasdaq may delist our Class A Ordinary Shares from trading, in which case the liquidity and market price of our Class A Ordinary Shares\ncould decline.**\n\n \n\nOur securities are listed on the Nasdaq Capital\nMarket. In order to maintain our listing on the Nasdaq Capital Market, we are required to comply with certain rules of the Nasdaq Capital\nMarket, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares,\nand various additional requirements. The Nasdaq Listing Rules require a company to maintain a minimum closing bid price of US$1.00 per\nshare.\n\n \n\n34\n\n \n\n \n\nOn December 9, 2024, we received a notice from\nNasdaq that we failed to comply with the minimum closing bid price requirement set forth in Rule 5550(a)(2) of the Nasdaq Listing Rules\nas the closing bid price per share had been below US$1.00 for a period of 30 consecutive business days. The Nasdaq notification letter\ndoes not result in the immediate delisting of our securities. Pursuant to Rule 5810(c)(3)(A) of the Nasdaq Listing Rules, we have a compliance\nperiod of 180 calendar days, or until or until June 9, 2025 to regain compliance with Nasdaq’s minimum bid price requirement.\nIf we do not regain compliance during such 180-day period, we may be eligible for an additional 180 calendar days, provided that we meet\nthe continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq except\nfor Nasdaq Listing Rule 5550(a)(2), and provides Nasdaq with a written notice of its intention to cure this deficiency during the second\ncompliance period, by effecting a reverse stock split, if necessary.\n\n \n\nOn\nJune 10, 2025, our Company received a letter from Nasdaq, indicating that our Company is granted an additional 180 calendar days, until\nDecember 8, 2025, to regain compliance with the minimum bid price requirement of $1 per share, as stipulated by Nasdaq Listing Rule 5550(a)(2).\nIf compliance cannot be demonstrated by December 8, 2025, Nasdaq staff will provide written notification that our Company’s securities\nwill be delisted. At that time, our Company may appeal Nasdaq staff’s determination to a Hearings Panel.\n\n \n\nOn\nJuly 17, 2025, our Company issued a press release announcing the approval of a proposed 1-for-90 share consolidation of our Company’s\nClass A Ordinary Shares and Class B Ordinary Shares, each with a par value of $0.0001 (the “Share Consolidation”). The Share\nConsolidation was approved by our Company’s board of directors on June 11, 2025 and by its shareholders at the 2025 Annual General\nMeeting held on April 8, 2025. At the opening of trading on July 21, 2025, being the market effective date, the Class A Ordinary Shares\nbegan trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol “TWG” but under a new\nCUSIP number G8945S110. The objective of the Share Consolidation was to enable our Company to regain compliance with Nasdaq Marketplace\nRule 5550(a)(2) and maintain our listing on the Nasdaq Capital Market.\n\n \n\nUpon\neffectiveness of the Share Consolidation, every 90 issued and outstanding Ordinary Shares of a par value of $0.0001 each were automatically\nconsolidated into one issued and outstanding Ordinary Share of a par value of $0.009 each. No fractional shares were issued in connection\nwith the Share Consolidation; any fractional shares that would have resulted were rounded up to the next whole number. The Share Consolidation\nwas effected equally for all shareholders and did not alter any shareholder’s percentage ownership interest in the Company’s\noutstanding Ordinary Shares, except for adjustments resulting from the treatment of fractional shares.\n\n \n\nWhile\nwe are currently able to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain our listing on the Nasdaq Capital Market,\nsales of substantial amounts of our Class A Ordinary Shares in the public market in our future offerings, or the perception that these\nsales could occur, could adversely affect the market price of our Class A Ordinary Shares and could materially impair our ability to\nraise capital through equity offerings in the future. The Class A Ordinary Shares sold in our future offerings may be freely tradable\nwithout restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, and shares held by our\nexisting shareholders may also be sold in the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under\nthe Securities Act and the applicable lock-up agreements. Any potential decline in the market price of our Class A Ordinary Shares after\nthis offering may affect our ability to maintain compliance with the listing rules relating to minimum bid price and market value of\nour listed securities.\n\n \n\nIn\naddition, we are aware that on September 3, 2025, Nasdaq proposed to introduce an accelerated process for suspending and delisting companies\nwith a listings deficiency that also have a market value listed securities below $5.0 million. Nasdaq proposes further enhancing investor\nprotections by providing for suspension from Nasdaq trading and immediate delisting (rather than providing a compliance period) of any\ncompany that becomes non-compliant with a numeric listing requirement, including the bid price, market value of public float, equity,\nincome and total assets/revenue requirements, and that has a market value of listed securities of less than $5 million. To effect this\nchange, Nasdaq proposes to modify Listing Rule 5810(c)(1) to add an additional type of a deficiency that results in immediate delisting\nand suspension from trading of the company’s securities. Specifically, Listing Rule 5810(c)(1) will provide that staff's delisting\nnotice will inform the company that its securities are immediately subject to suspension and delisting when a company is non-compliant\nwith one or more of the listing requirements contained in Rule 5450 or Rule 5550 and the company’s Market Value of Listed Securities\nhas failed to maintain a value of at least $5 million for a period of 10 consecutive business days. Listing Rule 5810(c)(2)(A)(i) currently\nidentifies all quantitative deficiencies from standards that do not provide a compliance period as deficiencies for which a company may\nsubmit a plan of compliance for staff review. Nasdaq proposes to modify Listing Rule 5810(c)(2)(A)(i) to provide that the company may\nnot submit such a plan when the company’s Market Value of Listed Securities had been less than $5 million for a period of 10 consecutive\nbusiness days. Further, Listing Rule 5810(c)(3) currently identifies deficiencies for which the rules provide a specified cure or compliance\nperiod. Nasdaq proposes to modify Listing Rule 5810(c)(3) to provide that a company will not be entitled to such cure or compliance period\nif the company’s Market Value of Listed Securities has failed to maintain a value of at least $5 million for a period of 10 consecutive\nbusiness days. Finally, Nasdaq proposes to modify Listing Rule 5810(c)(1) to provide that staff's delisting notice in these circumstances\nwill inform the company that its securities are immediately subject to suspension from trading on Nasdaq. Nasdaq believes that it is\nnot appropriate for such a company to continue trading on Nasdaq during the pendency of the Hearings Panel review process. Instead, Nasdaq\nproposes to amend Rule 5815 to remove the stay provision in these situations so that the company’s securities will be suspended\nfrom trading on Nasdaq during the pendency of the Hearings Panel’s review.\n\n  \n\n35\n\n \n\n \n\nThe\nproposed accelerated process for suspending and delisting companies with a listings deficiency that also have a market value listed securities\nbelow $5.0 million, if implemented, may put immense pressure on our Company to regain compliance should the market value of our listed\nsecurities fall below $5.0 million as we may be exposed to the risk of losing our listing status quickly. We may have to monitor the\nmarket value of our listed securities closely and take actions timely, such as issuing additional securities and raising additional capital\nto regain and/or maintain compliance. Any such risk of losing our listing status quickly may harm investors’ confidence, our liquidity\nand limit our access to additional funding.\n\n \n\nEven if we currently meet the other listing requirements and\nother applicable rules of the Nasdaq Capital Market, and even if we regain compliance with Nasdaq Listing Rule 5550(a)(2), we may not\nbe able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria\nfor maintaining our listing, our securities could be subject to delisting.\n\n \n\nIf we fail to comply with the applicable listing\nstandards and Nasdaq delists our Class A Ordinary Shares, we and our Shareholders could face significant material adverse consequences,\nincluding:\n\n \n\n \n●\na limited availability\nof market quotations for our Class A Ordinary Shares;\n\n \n\n \n●\nreduced liquidity for our\nClass A Ordinary Shares;\n\n \n\n \n●\na determination that our\nClass A Ordinary Shares are “penny stock”, which would require brokers trading in our Ordinary Shares to adhere to more\nstringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Ordinary\nShares;\n\n \n\n \n●\na limited amount of news\nabout us and analyst coverage of us; and\n\n \n\n \n●\na decreased ability for\nus to issue additional equity securities or obtain additional equity or debt financing in the future.\n\n \n\n**Because the amount,\ntiming, and whether or not we distribute dividends at all is entirely at the discretion of our board of directors, you must rely on price\nappreciation of our Class A Ordinary Shares for return on your investment.**\n\n \n\nOur board of directors has complete discretion\nas to whether to distribute dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may\nexceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under the\nCayman Islands law, namely that the Company may only pay dividends out of profits or share premium, and provided that under no circumstances\nmay a dividend be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business.\nEven if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend\non, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions,\nif any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by\nour board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any\nfuture price appreciation of our Class A Ordinary Shares. We cannot assure you that our Class A Ordinary Shares will appreciate in value\nor even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our\nClass A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares.\n\n \n\n**Our board of directors may decline to register\ntransfers of Class A Ordinary Shares in certain circumstances.**\n\n \n\nOur board of directors may, in its sole discretion,\ndecline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our directors may also\ndecline to register any transfer of any share unless (i) the instrument of transfer is lodged with us, accompanied by the certificate\nfor the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the\ntransferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of shares; (iii) the instrument of transfer\nis properly stamped, if required; (iv) in the case of a transfer to joint holders, the number of joint holders to whom the share is to\nbe transferred does not exceed four; (v) the shares conceded are free of any lien in favor of us; or (vi) a fee of such maximum sum as\nNasdaq may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in respect\nthereof.\n\n \n\nIf our directors refuse to register a transfer\nthey shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the\ntransferee notice of such refusal. The registration of transfers may, after compliance with any notice requirement of the Nasdaq Stock\nMarket, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine,\nprovided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.\n\n \n\n**Because we are a foreign private issuer\nand are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you\nwould have if we were a domestic issuer.**\n\n \n\nThe Nasdaq Listing Rules require listed companies\nto have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to,\nand we may follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the\nCayman Islands, does not require a majority of our board to consist of independent directors. In addition, the Nasdaq Listing Rules also\nrequire U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee and an audit committee. We,\nas a foreign private issuer, are not subject to these requirements. The Nasdaq Listing Rules may require shareholder approval for certain\ncorporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material\nrevisions to those plans, certain ordinary share issuances.\n\n \n\n36\n\n \n\n \n\n** **\n\nWe currently follow and intend to continue to\nfollow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the Nasdaq that listed companies\nmust obtain its shareholders’ approval of certain transactions other than public offerings involving the sale, issuance or potential\nissuance by the Company of ordinary shares (or securities convertible into or exercisable for ordinary shares) equal to 20% or more of\nthe outstanding share capital of the Company or 20% or more of the voting power outstanding before the issuance for less than the greater\nof book or market value of the ordinary shares (Nasdaq rule 5635(d)), and Nasdaq rule 5640, which requires that the voting rights of\na listed company cannot be disparately reduced or restricted through any corporation action or issuance. To the extent we choose to follow\nhome country practice in the future, our shareholders may be afforded less protection than they otherwise would under the Nasdaq corporate\ngovernance listing standards applicable to U.S. domestic issuers.\n\n** **\n\n**We qualify as a foreign private issuer\nand, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that\npermit less detailed and less frequent reporting than that of a U.S. corporation.**\n\n \n\nWe report under the Exchange Act as a non-U.S. company\nwith foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain\nprovisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the\nExchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;\n(ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities\nand liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act\nrequiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information,\nor current reports on Form 8-K upon the occurrence of specified significant events. In addition, our officers, directors and principal\nshareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act\nand the rules thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders\npurchase or sell our Shares. In addition, foreign private issuers are not required to file their annual report on Form 20-F until\none hundred twenty (120) days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are\nrequired to file their annual report on Form 10-K within seventy-five (75) days after the end of each fiscal year. Foreign\nprivate issuers also are exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of\nmaterial information. As a result of the above, you may not have the same protections afforded to shareholders of companies that are\nnot foreign private issuers.\n\n \n\nIf we lose our status as a foreign private issuer,\nwe would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers,\nwhich are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our\ncorporate governance practices in accordance with various SEC and Nasdaq rules. The regulatory and compliance costs to us under U.S. securities\nlaws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher\nthan the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase\nour legal and financial compliance costs and would make some activities highly time consuming and costly. We also expect that if we were\nrequired to comply with the rules and regulations applicable to U.S. domestic issuers, obtaining and maintaining directors’\nand officers’ liability insurance would become more difficult and expensive for us, and we may be required to accept reduced coverage\nor incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract\nand retain qualified members of our board of directors.\n\n** **\n\n**We may lose our foreign private issuer\nstatus in the future, which could result in significant additional costs and expenses.**\n\n \n\nWe 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 voting power of our Ordinary Shares are directly\nor indirectly held by residents of the United States and we fail to meet additional requirements necessary to maintain our foreign\nprivate issuer status. If we lose our foreign private issuer status on this date, we will be required to file with the SEC periodic reports\nand registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign\nprivate issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal\nshareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act.\nIn addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq rules.\nAs a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and\nother expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain\na listing on a U.S. securities exchange.\n\n** **\n\n37\n\n \n\n \n\n**The enforcement\nof foreign civil liabilities in the Cayman Islands and Hong Kong is subject to certain conditions. Therefore, certain judgments obtained\nagainst us by our shareholders may be difficult to enforce in such jurisdictions**.\n\n \n\nWe are a company formed\nunder the laws of the Cayman Islands. We conduct our operations outside the United States and substantially all of our assets are located\noutside the United States. In addition, substantially all of our directors and executive officers reside outside the United States, and\nmost of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action\nagainst us or against them in the United States in the event that you believe that your rights have been infringed under the U.S. federal\nsecurities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, Hong Kong,\nor other relevant jurisdictions may render you unable to enforce a judgment against our assets or the assets of our directors and officers.\n\n \n\nThere is uncertainty\nas to whether the courts of the Cayman Islands would (1) recognize or enforce judgments of U.S. courts obtained against us or our directors\nor officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities\nlaws of any state in the United States, or (2) entertain original actions brought in the Cayman Islands against us or our directors or\nofficers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United\nStates.\n\n \n\nAlthough there is no statutory enforcement in\nthe Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party\nto any treaties for the reciprocal enforcement or recognition of such judgments), a judgment *in personam *obtained in\nsuch jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the\nmerits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided\nsuch judgment (a) is given by a competent foreign court with jurisdiction to give the judgment, (b) imposes a specific positive obligation\non the judgment debtor (such as an obligation to pay a liquidated sum or perform a specified obligation), (c) is final and conclusive,\n(d) is not in respect of taxes, a fine or a penalty, (e) has not been obtained by fraud; and (f) is not of a kind the enforcement of\nwhich is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce\na judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined\nby the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a\ndetermination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S.\ncourts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings\nare being brought elsewhere.\n\n \n\nJudgment of United States\ncourts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing for reciprocal enforcement\nof foreign judgments between Hong Kong and the United States. However, the common law permits an action to be brought upon a foreign\njudgment. That is to say, a foreign judgment itself may form the basis of a cause of action since the judgment may be regarded as creating\na debt between the parties to it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject\nto various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits of the\nclaim, the judgment is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the\nproceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary\nto public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined\nby the private international law rules applied by the Hong Kong courts. The defenses that are available to a defendant in a common law\naction brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and contrary to public\npolicy. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor. \n\n \n\n38\n\n \n\n \n\n**You may face difficulties\nin protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated\nunder Cayman Islands law.**\n\n \n\nWe are a company formed\nunder the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association (as amended from\ntime to time), the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors,\nactions by our minority shareholders and the fiduciary duties of our directors to us under the Cayman Islands laws are to a large extent\ngoverned by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited\njudicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority,\nbut are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under\nthe Cayman Islands laws are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in\nthe United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states,\nsuch as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition,\nthe Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.\n\n \n\nShareholders of Cayman\nIslands companies like us have no general rights under the Cayman Islands laws to inspect corporate records, other than the memorandum\nand articles of association (as amended from time to time) and any special resolutions passed by such companies, and the registers of\nmortgages and charges of such companies. Our directors have discretion under our amended and restated memorandum and articles of association\nto determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged\nto make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any\nfacts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.\n\n \n\nAs a result of all of\nthe above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management,\nmembers of our board of directors, or our Controlling Shareholder than they would as public shareholders of a company incorporated in\nthe United States.\n\n \n\n**As a company incorporated in the Cayman\nIslands, we are permitted to adopt certain Cayman Islands’ practices in relation to corporate governance matters that differ significantly\nfrom the Nasdaq Capital Market listing standards; these practices may afford less protection to shareholders than they would enjoy if\nwe complied fully with the Nasdaq Capital Market listing standards.**\n\n \n\nAs a Cayman Islands company to be listed on the\nNasdaq Capital Market, we are subject to the Nasdaq Capital Market listing standards. However, the Nasdaq Capital Market rules permit\na foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices\nin the Cayman Islands, which is our home country, may differ significantly from the Nasdaq Capital Market listing standards. We currently\nfollow and intend to continue to follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements\nof the Nasdaq that listed companies must obtain its shareholders’ approval of certain transactions other than public offerings\ninvolving the sale, issuance or potential issuance by the Company of ordinary shares (or securities convertible into or exercisable for\nordinary shares) equal to 20% or more of the outstanding share capital of the Company or 20% or more of the voting power outstanding\nbefore the issuance for less than the greater of book or market value of the ordinary shares (Nasdaq rule 5635(d)), and Nasdaq rule 5640,\nwhich requires that the voting rights of a listed company cannot be disparately reduced or restricted through any corporation action\nor issuance. To the extent we choose to follow home country practice in the future, our shareholders may be afforded less protection\nthan they otherwise would under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.\n\n \n\n**There can be no\nassurance that we will not be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable\nyear, which could subject United States investors in our Class A Ordinary Shares to significant adverse United States income tax consequences.**\n\n \n\nWe will be classified\nas a passive foreign investment company, or PFIC, for any taxable year if either (i) 75% or more of our gross income for such year consists\nof certain types of “passive” income, or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly\naverage) during such year produce or are held for the production of passive income (the “asset test”). Based upon our current\nand expected income and assets, as well as projections as to the market price of our Class A Ordinary Shares, we do not presently expect\nto be classified as a PFIC for the current taxable year or the foreseeable future.\n\n \n\nWhile we do not expect\nto be a PFIC, because the value of our assets, for purposes of the asset test, may be determined by reference to the market price of\nour Class A Ordinary Shares, fluctuations in the market price of our Class A Ordinary Shares may cause us to become a PFIC classification\nfor the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the\ncomposition and classification of our income, including the relative amounts of income generated by and the value of assets of our future\nstrategic investment business as compared to our other businesses. Because there are uncertainties in the application of the relevant\nrules, it is possible that the U.S. Internal Revenue Service, or IRS, may challenge our classification of certain income and assets as\nnon-passive which may result in our being or becoming a PFIC in the current or subsequent years. In addition, the composition of our\nincome and assets will also be affected by how, and how quickly, we use our liquid assets and the cash raised in the initial public offering.\nIf we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because\nthere are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close\nof each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.\n\n \n\n39\n\n \n\n \n\nIf we are a PFIC in\nany taxable year, a U.S. Holder (as defined in “Taxation—United States Federal Income Tax Considerations”) may incur\nsignificantly increased United States income tax on gain recognized on the sale or other disposition of our Class A Ordinary Shares and\non the receipt of distributions on our Class A Ordinary Shares to the extent such gain or distribution is treated as an “excess\ndistribution” under the United States federal income tax rules, and such holder may be subject to burdensome reporting requirements.\nFurther, if we are a PFIC for any year during which a U.S. Holder holds our Class A Ordinary Shares, we will generally continue to be\ntreated as a PFIC for all succeeding years during which such U.S. Holder holds our Class A Ordinary Shares. For more information see\n“Item 10. Additional Information—10.E. Taxation—United States Federal Income Tax Considerations—Passive Foreign\nInvestment Company Rules.”\n\n \n\n**We are an “emerging growth company”\nwithin the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging\ngrowth companies, this could make it more difficult to compare our performance with other public companies.**\n\n \n\nWe are an “emerging growth company”\nwithin the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies\nfrom being required to comply with new or revised financial accounting standards until private companies (that is, those that have not\nhad a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act)\nare required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt\nout of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election\nto opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued\nor revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the\nnew or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements\nwith another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the\nextended transition period difficult or impossible because of the potential differences in accountant standards used.\n\n** **\n\n**As an “emerging growth company”\nunder applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our Class A Ordinary Shares\nless attractive to investors.**\n\n \n\nFor as long as we remain an “emerging growth\ncompany,” as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements\nthat are applicable to other public companies that are not “emerging growth companies”, including, but not limited to, not\nbeing required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations\nregarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding\nadvisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Because of\nthese lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more\nmature companies. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading\nmarket for our Class A Ordinary Shares and our share price may be more volatile.\n\n** **\n\n**We will incur increased costs as a result\nof being a public company, particularly after we cease to qualify as an “emerging growth company.”**\n\n \n\nWe will incur significant legal, accounting and\nother expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently\nimplemented by the SEC, Nasdaq Capital Market, impose various requirements on the corporate governance practices of public companies.\n\n \n\nCompliance with these rules and regulations increases\nour legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are no longer an\n“emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier,\nwe expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of\nSection 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number\nof independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We have incurred additional\ncosts in obtaining director and officer liability insurance. In addition, we will incur additional costs associated with our public company\nreporting requirements. It may also be more difficult or costly for us to find qualified persons to serve on our board of directors or\nas executive officers as a public company. We are currently evaluating and monitoring developments with respect to these rules and regulations,\nand we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.\n\n \n\n40"}