What changed in this filing

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Item 1A. Risk Factors

2022-06-23 compared with 2021-06-29 · 494 added, 152 removed, 579 unchanged (53% of the section changed)

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Associated with Our Company

success depends on our customer’s ability to market and sell their products manufactured by us.

of our customers in our garment manufacturing business are garment wholesalers and retailers.

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respond to such changes in consumer preferences in a timely manner.

If the sales of our customers’

products decrease or do not

If the sales of our customers’ products decrease or do not

grow as we expect, our customers may decrease the volume or purchase price of their orders, which could materially and adversely affect

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future expansion plans are subject to uncertainties and risks.

have set out our future business plans in the “Business Strategies”

section in this report.

have set out our future business plans in the “Business Strategies” section in this report.

The implementation of such future

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costs and fuel prices, which would increase our shipping costs, and associate strikes and inclement weather, which may impact our transportation

providers’

ability to provide delivery services that adequately meet our shipping needs.

providers’ ability to provide delivery services that adequately meet our shipping needs.

price increases in raw materials or changes in the supply of raw materials may materially and adversely affect our business, financial

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of operations.

company’s revenue increased in the first nine months of fiscal 2021 due to a new business segment of epidemic prevention supplies

The company made a significant net loss despite of its overall revenue increase and the addition of a new business segment.

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affect our financial condition and results of operations.

the year ended March 31, 2021, two customers accounted for approximately 76.2%, and 13.5% of the Company’s total garment manufacturing

revenues, respectively.

For the year ended March 31, 2020, two customers accounted for approximately 85.5% and 10.2% of the Company’s

total garment manufacturing revenues.

For the year ended March 31, 2021, three customers accounted for approximately 13.6%, 13.2% and

10.5% of the Company’s total logistic services revenues, respectively.

For the year ended March 31, 2020, three customers

accounted for approximately 22.4%, 18.3% and 17.8% of the Company’s total logistic services revenues.

However, our top customers

are not obligated in any way to continue to provide us with new businesses in the future at a level similar to that in the past or at

If any of our top customers reduce their orders with us or terminate their business relationship with our Group and if we

are not able to secure orders of a comparable size from other customers as replacement, our business operations and financial performance

may be materially and adversely affected.

the year ended March 31, 2022, one customer accounted for approximately 96.9% of the Company’s total garment manufacturing revenues.

For the year ended March 31, 2021, two customers accounted for approximately 76.2% and 13.5% of the Company’s total garment manufacturing

For the year ended March 31, 2022, one customer accounted for approximately 14.4% of the Company’s total logistic services

For the year ended March 31, 2021, three customers accounted for approximately 13.6%, 13.2% and 10.5% of the Company’s

total logistic services revenues.

For epidemic prevention supplies business, one customer accounted for approximately 98.8% of the total

revenue of the segment for the year ended March 31, 2022.

For the year ended March 31, 2021, two customers accounted for approximately

75.4% and 14.6% of the total revenue of the segment.

However, our top customers are not obligated in any way to continue to provide us

with new businesses in the future at a level similar to that in the past or at all.

If any of our top customers reduce their orders with

us or terminate their business relationship with our Group and if we are not able to secure orders of a comparable size from other customers

as replacement, our business operations and financial performance may be materially and adversely affected.

are exposed to concentration risk of heavy reliance on our major supplier for the supply of our products, and any shortage of, or delay

in, the supply may significantly impact on our business and results of operation.

the years ended March 31, 2021 and 2020, approximately 98.7% and 92.7% of total inventory purchases were from the Company’s five

the years ended March 31, 2022 and 2021, approximately 99.3% and 98.7% of total inventory purchases were from the Company’s five

largest suppliers, respectively.

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from our largest suppliers and our continuous supplier-customer relationship with them.

Our heavy reliance on our largest

suppliers for the supply of our products will have significant impact on our business and results of operation in the event of any

shortage of, or delay in the supply.

Our heavy reliance on our largest suppliers for

the supply of our products will have significant impact on our business and results of operation in the event of any shortage of, or

delay in the supply.

labor shortages, increased labor costs or other factors affecting labor supply for our production materials may materially and adversely

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adverse effect on our results of operations, financial condition and cash flows.

may be impacted by our vendors’

ability to manufacture and deliver raw materials in a timely manner, meet quality standards and

may be impacted by our vendors’ ability to manufacture and deliver raw materials in a timely manner, meet quality standards and

comply with applicable laws and regulations.

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could disrupt merchandise deliveries and result in lost sales, cancellation charges or excessive markdowns.

addition, quality problems could result in a product liability judgment or a widespread product

recall that may negatively impact our sales and profitability for a period of time depending

on product availability, competition reaction and consumer attitudes.

Even if the product

liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding

any assertions could adversely impact our reputation with existing and potential customers

and our brand image.

addition, quality problems could result in a product liability judgment or a widespread product recall that may negatively impact our

sales and profitability for a period of time depending on product availability, competition reaction and consumer attitudes.

the product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertions could adversely

impact our reputation with existing and potential customers and our brand image.

business could also suffer if our third-party vendors fail to comply with applicable laws and regulations.

While our internal and vendor’s

operating guidelines promote ethical business practices and our associates visit and monitor the operations of our third-party vendors,

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The violation of labor, environmental or other laws by third-party vendors used by

us, or the divergence of a third-party vendor’s or partner’s labor or environmental practices from those generally accepted

as ethical or appropriate, could interrupt or otherwise disrupt the shipment of finished products to us or damage our reputation.

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our delivery schedules and delivery costs and hence our business, results of operations and financial conditions.

may be exposed to concentration risk of heavy reliance on third-party contractors for our logistic business, and any shortage of third-party

contractors may significantly impact on our business and results of operation.

Company relied on a few subcontractors for our logistic business, in which the subcontracting fees to our largest contractor represented

approximately 14.8% and 7.6% of total cost of revenues for our service segment for the years ended March 31, 2022 and 2021, respectively.

The increase in subcontracting fee to the largest contractor was mainly to optimize resources and cost efficiencies.

We have not experienced

any disputes with our subcontractors and we believe we maintain good relationships with our contract logistic service provider.

we are unable to control the reliance of third-party contractors efficiently and effectively, our business prospects and results of operations

may be materially and adversely affected.

engaged subcontractors to carry out logistics services.

Subcontracting fees for our logistics business for the year ended March 31, 2022

increased to approximately $2.3 million from $1.8 million for the year ended March 31, 2021, representing an increase of approximately

Subcontracting fees accounted for 42.9% and 39.5% of our total logistics business revenue in the years ended March 31, 2022 and

2021, respectively.

we are unable to control the reliance of subcontractors efficiently and effectively, our business prospects and results of operations

may be materially and adversely affected.

insurance may not be sufficient.

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against all possible risks, nor are all such risks insurable.

have a limited operating history for the new business segment of property management and subleasing, which makes it difficult to evaluate

our future prospects and may increase the risk that we will not be successful.

In addition, our historical growth rates and profitability

may not be indicative of our future growth and profitability.

have a limited operating history for the new business segment of property management and subleasing, this

is a new business segment we commenced developing in 2020.

Our property management

and subleasing business provides shops subleasing and property management services for garment wholesalers and retailers in garment market.

We have experienced rapid growth in recent periods and may not develop or continue to grow as expected.

Revenue generated from

our property management and subleasing business contributed approximately $4.3 million, or approximately 33.6%, of our total revenue

for the year ended March 31, 2022.

Revenue generated from our property management and subleasing business contributed approximately $1.3

million, or approximately 5.2%, of our total revenue for the year ended March 31, 2021.

may fail to continue our growth or maintain our historical growth rates or profitability.

You should not consider our historical growth

and profitability as indicative of our future financial performance.

disasters, public health crises or other catastrophic events may significantly limit our ability to conduct business as normal, disrupt

our business operation and materially affect our financial condition.

operations, and the operations of our new business segment of property management and subleasing, are vulnerable to interruptions by

natural disasters, public health crises and catastrophic events.

For example, the outbreak of COVID-19 pandemic caused the Chinese

government to take unprecedented measures to contain the virus, such as lock-down of cities, nationwide travel restriction and compulsory

quarantine requirements.

During the outbreak, we had to temporarily close our office facilities, restrict employee travel, switch to

online virtual meetings or even cancel meetings with partners.

There continue to be significant uncertainties associated with the coronavirus,

including with respect to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and

actions that may be taken by Chinese or other governmental authorities to contain the coronavirus or to treat its impact.

Any significant

disruption resulting from this or similar epidemics on a large scale or over a prolonged period of time could cause significant disruption

to our business until we would be able to resume normal business operations, negatively affecting our business, results of operations

and financial condition.

may not succeed in continuing to maintain, protect and strengthen our reputation, and any negative publicity about us, our business,

our management, our business partners, may materially and adversely affect our reputation, business, results of operations and growth.

property management and subleasing business provides shops subleasing and property management services for garment wholesalers and retailers

in garment market.

We conduct our property management and subleasing operation through a wholly owned subsidiary, namely Dongguan Yingxi

Daying Commercial Co., Ltd.

We believe that the recognition

and reputation of our Company’s image among our customers in general have significantly contributed to the success of our business.

Continuing to maintain, protect and strengthen our Company’s image is critical to our market position.

Maintaining and strengthening

our Company’s image will likely depend significantly on our ability to provide high-quality property management and subleasing

We market our brands through word-of-mouth marketing.

This effort may not always achieve the desired results.

If we fail to

maintain a strong brand, our business, results of operations and prospects will be materially and adversely affected.

business depends on the continued contributions made by Mr.

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operations when we are developing new products and services.

The Company has no “Key Man”

insurance to cover the resulting

The Company has no “Key Man” insurance to cover the resulting

losses in the event that any of our officer or directors should die or resign.

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local governments in China given the different levels of economic development in different locations.

As of December 31, 2020, we have

made adequate employee benefit payments in strict compliance with the relevant PRC regulations for and on behalf of our employees.

As of March 31, 2022, we have made

adequate employee benefit payments in strict compliance with the relevant PRC regulations for and on behalf of our employees.

is no guarantee that we will not fail in making adequate employee benefit payments in strict compliance with applicable PRC labor related

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employee benefits, our financial condition and results of operations may be adversely affected.

recent joint statement by the SEC and the Public Company Accounting Oversight Board (United States), or the “PCAOB,”

rule changes submitted by Nasdaq, and the newly enacted “Holding Foreign Companies Accountable Act”

all call for additional

recent joint statement by the SEC and the Public Company Accounting Oversight Board (United States), or the “PCAOB,” proposed

rule changes submitted by Nasdaq, and the newly enacted “Holding Foreign Companies Accountable Act” all call for additional

and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially

auditors who are not inspected by the PCAOB.

These developments could add uncertainties to our offering.

These developments could add uncertainties to investing in us.

April 21, 2020, the SEC and the PCAOB released a joint statement highlighting the risks associated with investing in companies based

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May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply a minimum offering size requirement for companies primarily operating

in a “Restrictive Market,”

(ii) adopt a new requirement relating to the qualification of management or the board of directors

in a “Restrictive Market,” (ii) adopt a new requirement relating to the qualification of management or the board of directors

for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the

qualifications of the company’s auditor.

December 18, 2020, the “Holding Foreign Companies Accountable Act”

was signed by previous President of the United States

qualifications of the company’s auditor.

December 18, 2020, the “Holding Foreign Companies Accountable Act” was signed by previous President of the United States

and became law.

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Furthermore, if the PCAOB is unable to inspect

the issuer’s public accounting firm for three consecutive years, the issuer’s securities are banned from trade on a national

exchange or through other methods.

lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the

auditors based in China.

As a result, investors may be deprived of the benefits of such PCAOB inspections.

The inability of the PCAOB

to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firm’s audit

procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could

cause investors and potential investors in our Ordinary Shares to lose confidence in our audit procedures and reported financial information

and the quality of our financial statements.

March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure

requirements of the HFCAA.

The interim 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 N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction

and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that

jurisdiction.

The SEC will implement a process for identifying such a registrant and any such identified registrant will be required

to submit documentation to the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction,

and will also require disclosure in the registrant’s annual report regarding the audit arrangements of, and governmental influence

on, such a registrant.

on June 22, 2021, the U.S.

Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if

enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges

if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

If the AHFCAA is enacted, and if we are

subject to it, it would decrease the number of “non-inspection years” from three years to two years, and thus, would reduce

the time before our securities may be prohibited from trading or delisted.

September 22, 2021, the PCAOB adopted rules to create a framework for the PCAOB to use when determining, as contemplated under the HFCAA,

whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because

of a position taken by one or more authorities in that jurisdiction.

December 2, 2021, the SEC issued amendments to finalize the interim final rules previously adopted in March 2021 to implement the submission

and disclosure requirements in the HFCAA.

The rules apply to registrants that the SEC identifies as having filed an annual report with

an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable

to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction.

December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely

registered public accounting firms headquartered in:

(1) mainland China of the People’s Republic of China, because of a position

taken by one or more authorities in mainland China;

and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because

of a position taken by one or more authorities in Hong Kong.

The PCAOB has made such designations as mandated under the HFCAA.

to each annual determination by the PCAOB, the SEC will, on an annual basis, identify issuers that have used non-inspected audit firms

and thus are at risk of such suspensions in the future.

PCAOB is currently unable to conduct inspections in China without the approval of Chinese government authorities.

If it is later determined

that the PCAOB is unable to inspect or investigate our auditor completely, investors may be deprived of the benefits of such inspection.

Any audit reports not issued by auditors that are completely inspected by the PCAOB, or a lack of PCAOB inspections of audit work undertaken

in China that prevents the PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result

in a lack of assurance that our financial statements and disclosures are adequate and accurate.

auditor, BF Borgers CPA PC, is an independent registered public accounting firm with the PCAOB, and as an auditor of publicly traded

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with the applicable professional standards.

Our auditor has been inspected by the PCAOB on a regular basis.

If we were to be found out

of compliance with the existing or future guidelines discussed above, it may impair or halt the ability to trade our shares on Nasdaq

or other applicable trading market within the US.

BF Borgers CPA PC is based in the United States and has been inspected by the PCAOB on a

regular basis, with the last inspection in November and December 2021.

BF Borgers CPA PC, is not headquartered in mainland China

or Hong Kong and was not identified as a firm subject to the determinations announced by the PCAOB on December 16, 2021.

the PCAOB be unable to fully conduct inspection of our auditor’s work papers in China, it will make it difficult to evaluate the

effectiveness of our auditor’s audit procedures or equity control procedures.

Investors may consequently lose confidence in our

reported financial information and procedures or quality of the financial statements, which would adversely affect us and our securities.

Moreover, if trading in our securities is prohibited under the HFCAA in the future because the PCAOB determines that it cannot inspect

or fully investigate our auditor at such future time, an exchange may determine to delist our securities.

are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S.

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to conduct investigations and collect evidence within the territory of the PRC.

December 28, 2019, the newly amended Securities Law of the PRC (the “PRC Securities Law”) was promulgated, which became effective

on March 1, 2020.

According to Article 177 of the PRC Securities Law (“Article 177”), the securities regulatory authority

of the State Council may establish a regulatory cooperation mechanism with securities regulatory authorities of another country or region

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and the competent departments of the State Council.

of the date of this prospectus, we are not aware of any implementing rules or regulations which have been published regarding application

of Article 177.

of the date of this annual report, we are not aware of any implementing rules or regulations which have been published regarding

application of Article 177.

advised by our PRC counsel, Article 177 is only applicable where the activities of overseas authorities constitute a direct investigation

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securities regulatory agencies carry out an investigation on us such as an enforcement action by the Department

of Justice, the SEC or other authorities, such agencies’

activities will constitute conducting an investigation or collecting evidence

of Justice, the SEC or other authorities, such agencies’ activities will constitute conducting an investigation or collecting evidence

directly within the territory of the PRC and accordingly fall within the scope of Article 177.

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in this particular case and/or establish such cooperation in a timely manner.

as Article 177 is a recently promulgated provision and, as the date of this prospectus, there have not been implementing rules or regulations

regarding the application of Article 177, it remains unclear as to how it will be interpreted, implemented or applied by the Chinese

Securities Regulatory Commission or other relevant government authorities.

As such, there are uncertainties as to the procedures and

requisite timing for the U.S.

securities regulatory agencies to conduct investigations and collect evidence within the territory of the

securities regulatory agencies are unable to conduct such investigations, there exists a risk that they may determine

to suspend or de-register our registration with the SEC and may also delist our securities from Nasdaq or other applicable trading market

within the US.

as Article 177 is a recently promulgated provision and, as the date of this annual report, there have not been implementing rules

or regulations regarding the application of Article 177, it remains unclear as to how it will be interpreted, implemented or applied

by the Chinese Securities Regulatory Commission or other relevant government authorities.

As such, there are uncertainties as to the

procedures and requisite timing for the U.S.

securities regulatory agencies to conduct investigations and collect evidence within the

territory of the PRC.

securities regulatory agencies are unable to conduct such investigations, there exists a risk that

they may determine to suspend or de-register our registration with the SEC and may also delist our securities from Nasdaq or other applicable

trading market within the US.

are exposed to liabilities relating to environmental protection and safety laws and regulations.

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actions may negatively influence our business and reputation.

with good professional ethics are important for any company’s development.

An employee might, either intentionally or unintentionally,

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However, we could not assure you that the production facilities and logistic points will always operate normally in

are an “emerging growth company”

and we cannot be certain if the reduced disclosure requirements applicable to emerging growth

are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth

companies will make our common stock less attractive to investors.

are an “emerging growth company,”

as defined in the JOBS Act, and we may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not “emerging growth companies”

including not

are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not

being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations

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Risks Associated with Business Operations in China

PRC government has significant oversight and discretion over the conduct of a PRC company’s business operations or to exert control

over any offering of securities conducted overseas and/or foreign investment in China-based issuers, and may intervene with or influence

our operations , may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the

value of such securities to significantly decline or be worthless, as the government deems appropriate to further regulatory, political

and societal goals

PRC government may intervene or influence our operations at any time, which could result in a material change in our operations and/or

the value of our common stock.

For example, the PRC government has recently published new policies that significantly affected certain

industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations

or policies regarding any industry that could adversely affect the business, financial condition and results of operations of our company.

Furthermore, the PRC government has also recently indicated an intent to exert more oversight and control over securities offerings and

other capital markets activities that are conducted overseas and foreign investment in China-based companies.

Any such action, once taken

by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors

and cause the value of such securities to significantly decline or in extreme cases, become worthless.

the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance

notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed

overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding

the efforts in anti-monopoly enforcement.

As confirmed by our PRC counsel, we are not subject to cybersecurity review with the Cyberspace

Administration of China, or CAC, given that:

(i) our products and services are offered not directly to individual users but through our

institutional customers;

(ii) we do not possess a large amount of personal information in our business operations;

and (iii) data processed

in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities.

See also “ Risk Factors - General Risks Associated with Business Operations in China - Our business may be subject to

a variety of PRC laws and other obligations regarding cybersecurity and data protection .” In addition, as confirmed by our

PRC counsel, we are not subject to merger control review by China’s anti-monopoly enforcement agency due to the level of our revenues

which provided from us and audited by our auditor BF Borgers CPA PC, and the fact that we currently do not expect to propose or implement

any acquisition of control of, or decisive influence over, any company with revenues within China of more than RMB400 million.

these statements and regulatory actions have had no impact on our daily business operation, the ability to accept foreign investments

and list our securities on an U.S.

or other foreign exchange.

Since these statements and regulatory actions are new, it is highly uncertain

how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed

implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations

will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S.

or other foreign

may have difficulty enforcing judgments against us.

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and economic conditions and the foreign exchange policy adopted by the PRC government.

For instance, in August 2015, the People’s

Bank of China, or PBOC, changed the way it calculates the mid-point price of Renminbi against the U.S.

dollar, requiring the market-makers

who submit for reference rates to consider the previous day’s closing spot rate, foreign-exchange demand and supply as well as

changes in major currency rates.

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significant international pressure on the PRC government to adopt a more flexible currency policy, including from the U.S.

which has threatened to label China as a “currency manipulator,”

which could result in greater fluctuation of the Renminbi

which has threatened to label China as a “currency manipulator,” which could result in greater fluctuation of the Renminbi

against the U.S.

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the rate of inflation would force our clients to search for other service providers, causing us to lose business and revenue.

face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to

conduct in the PRC and the profitability of such business.

PRC’s economy is in a transition from a planned economy to a market oriented economy subject to five-year and annual plans adopted

in the policies, regulations, rules and the enforcement of laws of the PRC government may be quick with little advance notice and could

have a significant impact upon the business we may be able to conduct in the PRC and the profitability of such business.

PRC’s economy is in a transition from a planned economy to a market oriented economy subject to five-year and annual plans adopted

by the central government that set national economic development goals.

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this will be the case.

A change in policies by the PRC government could adversely affect our interests by, among other factors:

in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of

supplies, or the expropriation or nationalization of private enterprises.

Although the PRC government has been pursuing economic reform

policies for more than two decades, we cannot assure you that the government will continue to pursue such policies or that such policies

may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances

affecting the PRC’s political, economic and social environment.

Changes in policies, regulations, rules and the enforcement of laws by the PRC government, which changes may be

quick with little advance notice, could adversely affect our interests by, among other factors:

changes in laws, regulations or the interpretation

thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization

of private enterprises.

Although the PRC government has been pursuing economic reform policies for more than two decades, we cannot assure

you that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the

event of a change in leadership, social or political disruption, or other circumstances affecting the PRC’s political, economic

and social environment.

are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

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the PRC Anti-Monopoly Law, companies undertaking acquisitions relating to businesses in China must notify the anti-monopoly enforcement

agency, in advance of any transaction where the parties’

revenues in the China market exceed certain thresholds and the buyer would

agency, in advance of any transaction where the parties’ revenues in the China market exceed certain thresholds and the buyer would

obtain control of, or decisive influence over, the other party.

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Applicable PRC laws, rules and regulations also require certain merger and acquisition transactions to be subject to security

the approval of the China Securities Regulatory Commission is not currently required for our offerings, it may be required in

the future in connection with such offerings under the M&A Rules and, if required, we cannot predict whether we will

be able to obtain such approval.

M&A Rules requires overseas special purpose vehicles that are controlled by PRC companies or individuals formed for the purpose of

seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies using shares of such special purpose

vehicles or held by their shareholders as considerations to obtain the approval of the China Securities Regulatory Commission, or the

CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

application of the M&A Rules remains unclear.

According to the searches conducted by us and our PRC counsel on the official website

of the CSRC and its administrative license processing hall (https://neris.csrc.gov.cn/alappl/home/guideH), at present, only one administrative

license related to overseas public offering and listing is enacted, that is, “examination and approval of overseas public offering

shares and listing (including additional issuance) of joint-stock companies”.

Such examination and approval license requirements

are only applicable to issuers which are formed as PRC joint-stock companies in China under PRC law.

None of our operating PRC Subsidiaries

is formed as a PRC joint-stock company in China, and as such, we do not believe that we need CSRC approval.

We do not believe that the

current PRC regulations and rules including China Securities Law require explicitly and directly that the overseas listing of foreign

issuers who indirectly hold the rights and interests of Chinese domestic enterprises be examined and approved by the CSRC.

If CSRC approval

is required, it is uncertain whether it would be possible for us to obtain the approval.

Any failure to obtain or delay in obtaining

CSRC approval for our offerings would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies.

December 24, 2021, the China Securities Regulatory Commission, or the CSRC, issued Provisions of the State Council on the Administration

of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Administration Provisions”),

and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (the “Measures”),

which were open for public comments by January 23, 2022.

The Administration Provisions and Measures for overseas listings lay out specific

requirements for filing documents and include unified regulation management, strengthening regulatory coordination, and cross-border

regulatory cooperation.

Domestic companies seeking to list abroad must carry out relevant security screening procedures if their businesses

involve supervisions such as foreign investment security and cyber security reviews.

Companies endangering national security are among

those off-limits for overseas listings.

As the Administration Provisions and Measures have not yet come into effect, we are currently

unaffected by them.

However, it is uncertain when the Administration Provision and the Measures will take effect or if they will take

effect as currently drafted.

While the application of the

M&A Rules remain unclear, we believe, based on the advice of our PRC legal counsel, Hiways Law Firm (Shenzhen), based on its understanding

of the current PRC laws, regulations and rules that the CSRC’s approval is not required the context of overseas public offerings

of our securities to foreign investors given that:

(i) the CSRC currently has not issued any definitive rule or interpretation concerning

whether the overseas offerings to foreign investors of securities of foreign issuers who indirectly hold the rights and interests of

Chinese domestic enterprises through the holding corporate structure are subject to this regulation, (ii) Qianhai Yingxi Texitile &

Garments Co., Ltd.

or our WFOE, was incorporated as a wholly foreign-owned enterprise by means of direct investment, or an enterprise

that was already controlled by a foreign-owned enterprise before the merger, rather than by merger or acquisition of equity interest

or assets of a PRC domestic company owned by PRC companies or individuals as defined under the M&A Rules;

(iii) Qianhai Yingxi Texitile

& Garments Co., Ltd.

or our WFOE did not encounter any substantial obstacles in the process of establishment or equity transfer.

PRC legal counsel has also made a formal telephone inquiry with the International Department of the CSRC and received an oral response

from the CSRC.

The CSRC confirmed in its response to our inquiry that our contemplated overseas public offerings of our securities to

foreign investors does not require the examination and approval of the CSRC in accordance with the existing PRC legislation and regulations.

We neither received nor were denied permission from CSRC or other PRC government agencies to list our securities on the NASDAQ and issue

our securities to foreign investors.

remains some uncertainty as to how the M&A Rules will be interpreted or implemented in

the context of an overseas offering.

We cannot assure you that relevant PRC government agencies,

including the CSRC, would reach the same conclusion as we do.

If it is determined that CSRC

approval is required for our contemplated overseas public offerings, or if we inadvertently

conclude that such approval is not required when it is, we may face sanctions by the CSRC

or other PRC regulatory agencies for failure to obtain or delay in obtaining CSRC approval

for this offering.

These sanctions may include fines and penalties on our operations in China,

limitations on our operating privileges in China, delays in or restrictions on the repatriation

of the proceeds from this offering into the PRC, restrictions on or prohibition of the payments

or remittance of dividends by our subsidiaries in China, or other actions that could have

a material and adverse effect on our business, financial condition, results of operations,

reputation and prospects, as well as the trading price of our securities.

The CSRC or other

PRC regulatory agencies may also take actions requiring us, or making it advisable for us,

to halt our offerings before the settlement and delivery of the securities that we offer.

Consequently, if you engage in market trading or other activities in anticipation of and

prior to the settlement and delivery of the securities we offer, the investors would be doing

so at the risk that the settlement and delivery may not occur.

In addition, if the CSRC or

other regulatory agencies later promulgate new rules or explanations requiring that we obtain

their approvals for our offerings, we may be unable to obtain a waiver of such approval requirements.

of the date of this annual report, other than the response from the CSRC as discussed above, we have not received any inquiry, notice,

warning, sanctions or regulatory objection to our offerings from the CSRC or any other PRC governmental authorities, and our PRC Subsidiaries

have obtained all requisite permissions from PRC governmental authorities to operate our business as currently conducted under relevant

PRC laws and regulations.

each of our PRC Subsidiaries holds and maintains a business license issued by the local market supervision and administration bureau,

and has received all requisite permissions in order to conduct and operate our business.

As of the date of this annual report, none of

our PRC Subsidiaries has been denied or punished by relevant governmental authorities due to its business qualifications.

business may be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protection.

business may be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private

information, such as personal information and other data.

These laws continue to develop, and the PRC government may adopt other rules

and restrictions in the future.

Non-compliance could result in penalties or other significant legal liabilities.

to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7,

2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure

operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases

internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the Cyberspace

Administration of China (“CAC”).

Due to the lack of further interpretations, the exact scope of “critical information

infrastructure operator” remains unclear.

April 13, 2020, twelve Chinese government agencies jointly promulgated the Measures for Cybersecurity Review, which became effective

on June 1, 2020, set forth the cybersecurity review mechanism for critical information infrastructure operators, and provided that critical

information infrastructure operators who intend to purchase internet products and services that affect or may affect national security

shall be subject to a cybersecurity review.

On June 10, 2021, the Standing Committee of the National People’s Congress promulgated

the PRC Data Security Law, which will take effect in September 2021.

The Data Security Law provides for a security review procedure for

the data activities that may affect national security.

Moreover, the State Internet Information Office issued the Measures of Cybersecurity

Review (Revised Draft for Comments, not yet effective) on July 10, 2021, which requires operators with personal information of more than

1 million users who want to list abroad to file a cybersecurity review with the CAC.

Furthermore, the General Office of the Central Committee

of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe and Lawful Crackdown

on Illegal Securities Activities, which was available to the public on July 6, 2021.

These opinions emphasized the need to strengthen

the administration over illegal securities activities and the supervision on overseas listings by China-based companies.

These opinions

proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents

facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection.

As these laws, opinions and

the draft measures were recently issued, official guidance and interpretation of these remain unclear in several respects at this time,

and the PRC government authorities may have wide discretion in the interpretation and enforcement of these laws, opinions and the draft

Therefore, it is uncertain whether the future regulatory changes would impose additional restrictions on our business

Data Security Law also sets forth the data security protection obligations for entities and individuals handling personal data, including

that no entity or individual may acquire such data by stealing or other illegal means, and the collection and use of such data should

not exceed the necessary limits The costs of compliance with, and other burdens imposed by, PRC Cybersecurity Law and any other cybersecurity

and related laws may limit the use and adoption of our products and services and could have an adverse impact on our business.

if the enacted version of the Measures for Cybersecurity Review mandates clearance of cybersecurity review and other specific actions

to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

As confirmed by our PRC counsel,

we are not be subject to the cybersecurity review by the CAC for overseas public offerings of our securities to foreign investors, given

(i) our products and services are offered not directly to individual users but through our institutional customers;

not possess a large amount of personal information in our business operations;

and (iii) data processed in our business does not have

a bearing on national security and thus may not be classified as core or important data by the authorities.

However, there remains uncertainty

as to how the Draft Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt

new laws, regulations, rules, or detailed implementation and interpretation related to the Draft Measures.

If any such new laws, regulations,

rules, or implementation and interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize

the adverse effect of such laws on us.

cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that

we can fully or timely comply with such laws.

In the event that we are subject to any mandatory cybersecurity review and other specific

actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at

Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties,

which could materially and adversely affect our business, financial condition, and results of operations.

regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC

subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’

Subsidiaries to liability or penalties, limit our ability to inject capital into our PRC Subsidiaries or limit our PRC Subsidiaries’

ability to increase their registered capital or distribute profits.

promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’

Offshore Investment and

promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and

Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the former

circular commonly known as “SAFE Circular 75”

promulgated by SAFE on October 21, 2005.

circular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005.

SAFE Circular 37 requires PRC residents

to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for

the purpose of overseas investment and financing, with such PRC residents’

legally owned assets or equity interests in domestic

enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.”

SAFE Circular

the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic

enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular

37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle,

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carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to

contribute additional capital into its PRC subsidiary.

Moreover, failure to comply with the various SAFE registration requirements described

above could result in liability under PRC law for evasion of foreign exchange controls.

contribute additional capital into its PRC Subsidiaries.

Moreover, failure to comply with the various SAFE registration requirements

described above could result in liability under PRC law for evasion of foreign exchange controls.

have notified substantial beneficial owners of shares of common stock who we know are PRC residents of their filing obligation, and pursuant

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Failure to register or comply with relevant requirements may also limit our ability to contribute

additional capital to our PRC subsidiaries and limit our PRC subsidiaries’

ability to distribute dividends to our company.

additional capital to our PRC Subsidiaries and limit our PRC Subsidiaries’ ability to distribute dividends to our company.

risks may have a material adverse effect on our business, financial condition and results of operations.

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the PRC Enterprise Income Tax Law and its implementing rules, both of which came into effect on January 1, 2008, enterprises established

under the laws of jurisdictions outside of China with “de facto management bodies”

located in China may be considered PRC

under the laws of jurisdictions outside of China with “de facto management bodies” located in China may be considered PRC

tax resident enterprises for tax purposes and may be subject to the PRC enterprise income tax at the rate of 25% on their global income.

“De facto management body”

refers to a managing body that exercises substantive and overall management and control over the

“De facto management body” refers to a managing body that exercises substantive and overall management and control over the

production and business, personnel, accounting books and assets of an enterprise.

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Circular 82 provides certain specific criteria for determining whether the

“de facto management body”

of a Chinese-controlled offshore-incorporated enterprise is located in China.

“de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China.

Although Circular

82 only applies to offshore enterprises controlled by PRC enterprises, not those controlled by foreign enterprises or individuals, the

determining criteria set forth in Circular 82 may reflect the State Administration of Taxation’s general position on how the “de

facto management body”

test should be applied in determining the tax resident status of offshore enterprises, regardless of whether

determining criteria set forth in Circular 82 may reflect the State Administration of Taxation’s general position on how the “de

facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether

they are controlled by PRC enterprises.

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However, the tax resident status of an enterprise is subject to determination by the PRC tax

authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.”

on currency exchange may limit our ability to utilize our PRC revenue effectively.

Substantially

all of our revenue is denominated in Renminbi.

The Renminbi is currently convertible under the “current account,”

which includes

dividends, trade and service-related foreign exchange transactions, but requires approval from or registration with appropriate government

authorities or designated banks under the “capital account,”

which includes foreign direct investment and loans, including

loans we may secure from our onshore subsidiaries or variable interest entities.

Currently, our PRC subsidiaries, which are wholly-foreign

owned enterprises, may purchase foreign currency for settlement of “current account transactions,”

including payment of dividends

(Addentax Group Corp.) are a Nevada holding company with no material operations of our own.

We conduct substantially all of our operations

through the operating companies established in the PRC, primarily Shenzhen Qianhai Yingxi Industrial Chain Service Co., Ltd.

our wholly owned subsidiary and its subsidiaries.

We are a holding company and do not directly own any substantive business operations

in the China.

Substantially all of our revenue is denominated in Renminbi.

The Renminbi is currently convertible under the “current

account,” which includes dividends, trade and service-related foreign exchange transactions, but requires approval from or registration

with appropriate government authorities or designated banks under the “capital account,” which includes foreign direct investment

and loans, including loans we may secure from our onshore subsidiaries.

Currently, one of our PRC Subsidiaries, which is a wholly-foreign

owned enterprise, may purchase foreign currency for settlement of “current account transactions,” including payment of dividends

to us, without the approval of SAFE by complying with certain procedural requirements.

However, the relevant PRC governmental authorities

may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions.

or the local bank may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions.

2016, PRC governmental authorities have imposed more stringent restrictions on outbound capital flows, including heightened scrutiny

over “irrational”

overseas investments for certain industries, as well as over four kinds of “abnormal”

over “irrational” overseas investments for certain industries, as well as over four kinds of “abnormal” offshore

investments, which are:

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financial statements;

investments in targets which are unrelated to onshore parent’s main business;

investments with abnormal sources of Renminbi funding suspected to be involved in illegal transfer of assets or illegal operation of

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capital flow, including requiring banks to verify board resolutions, tax filing forms and audited financial statements before wiring

foreign invested enterprises’

foreign exchange dividend distribution of over US$50,000.

foreign invested enterprises’ foreign exchange dividend distribution of over US$50,000.

In addition, the Outbound Investment Sensitive

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Such changes, if implemented, may adversely affect our business operations and may reduce our profitability.

Relating to Our Holding Company Structure

uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment Law and how it may

impact the viability of our current corporate structure, corporate governance and business operations.

March 15, 2019, the PRC National People’s Congress approved the Foreign Investment Law, which came into effect on January 1, 2020

and replaces the trio of existing laws regulating foreign investment in the PRC, namely, the Sino-Foreign Equity Joint Venture Enterprise

Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-Invested Enterprise Law, together with their implementation

rules and ancillary regulations and become the legal foundation for foreign investment in the PRC.

Meanwhile, the Implementation Regulation

of the Foreign Investment Law and the Measures for Reporting of Information on Foreign Investment came into effect as of January

1, 2020, which clarified and elaborated the relevant provisions of the Foreign Investment Law .

Foreign Investment Law sets out the basic regulatory framework for foreign investments and proposes to implement a system of pre-entry

national treatment with a negative list for foreign investments, pursuant to which (i) foreign entities and individuals are prohibited

from investing in the areas that are not open to foreign investments, (ii) foreign investments in the restricted industries must satisfy

certain requirements under the law, and (iii) foreign investments in business sectors outside of the negative list will be treated equally

with domestic investments.

The Foreign Investment Law also sets forth necessary mechanisms to facilitate, protect and manage foreign

investments and proposes to establish a foreign investment information reporting system, through which foreign investors or foreign-invested

enterprises are required to submit initial report, report of changes, report of deregistration and annual report relating to their investments

to the Ministry of Commerce, or MOFCOM, or its local branches.

our operating structure is legal and permissible under the current Chinese law and regulations, including the Foreign Investment Law,

Chinese regulatory authorities could disallow our operating structure, which would likely result in a material change in our operations

and/or the value of our common stock, including that it could cause the value of such securities to significantly decline or become worthless.

may rely on dividends and other distributions on equity paid by our PRC Subsidiaries to fund any cash and financing requirements we may

have, and any limitation on the ability of our PRC Subsidiaries to make payments to us could have a material and adverse effect on our

ability to conduct our business.

are a Nevada holding company and we rely principally on dividends and other distributions on equity from our PRC Subsidiaries for our

cash requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders for services of any

debt we may incur.

If our PRC Subsidiaries incur debt on its own behalf in the future, the instruments governing the debt may restrict

their ability to pay dividends or make other distributions to us.

Under PRC laws and regulations, our PRC Subsidiaries, which are wholly

foreign-owned enterprises, may pay dividends only out of their respective accumulated profits as determined in accordance with PRC accounting

standards and regulations.

In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax

profits each year, if any, to fund a certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered

Such reserve funds cannot be distributed to us as dividends.

At its discretion, a wholly foreign-owned enterprise may allocate

a portion of its after-tax profits based on PRC accounting standards to an enterprise expansion fund, or a staff welfare and bonus fund.

portion of our revenue was generated by our PRC Subsidiaries in Renminbi, which is not freely convertible into other currencies.

result, any restriction on currency exchange may limit the ability of our PRC Subsidiaries to use their Renminbi revenues to pay dividends

PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process may be put forward

by SAFE for cross-border transactions falling under both the current account and the capital account.

Any limitation on the ability of

our PRC Subsidiaries to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow,

make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable

to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties

or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises

are incorporated.

regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion

may delay or prevent us from using the proceeds of our offerings to make loans or additional capital contributions to our

PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

are an offshore holding company conducting our operations in China through our PRC Subsidiaries.

We may in the future make loans or provide

guarantee to our PRC Subsidiaries subject to the approval or registration from governmental authorities and limitation of amount, or

we may make additional capital contributions to our wholly foreign-owned subsidiary in China.

Any loans to our wholly foreign-owned subsidiaries

in China, which are treated as foreign-invested enterprise under PRC law, are subject to foreign exchange loan registrations.

a foreign-invested enterprise, or FIE, shall use its capital pursuant to the principle of authenticity and self-use within its business

The capital of an FIE shall not be used for the following purposes:

(i) directly or indirectly used for payment beyond the business

scope of the enterprises or the payment prohibited by relevant laws and regulations;

(ii) directly or indirectly used for investment

in securities or investments other than banks’ principal-secured products unless otherwise provided by relevant laws and regulations;

(iii) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license;

and (iv) paying

the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).

light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies,

we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals

on a timely basis, if at all, with respect to future loans by us to our PRC Subsidiaries or with respect to future capital contributions

by us to our PRC Subsidiaries.

If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds from

our offerings and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially

and adversely affect our liquidity and our ability to fund and expand our business.

Related to our Common Stock

38 unchanged sentences

Such issuances may also serve

to enhance existing management’s ability to maintain control of us, because the shares may be issued to parties or entities committed

to supporting existing management.

shares may trade under $5.00 per share and thus will be a penny stock.

Trading in penny stocks has many restrictions and these restrictions

could severely affect the price and liquidity of our shares.

the event that our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various

the event that our shares are traded, they may trade under $5.00 per share and thus will be a penny stock.

Trading in penny stocks has

many restrictions and these restrictions could severely affect the price and liquidity of our shares.

the event that our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various

regulations involving disclosures to be given to you prior to the purchase of any penny stock.

The SEC has adopted regulations which

generally define a “penny stock”

to be any equity security that has a market price of less than $5.00 per share, subject

generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject

to certain exceptions.

Depending on market fluctuations, our common stock could be considered to be a “penny stock”.

stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other

2 unchanged sentences

the purchase of these securities.

In addition, he must receive the purchaser’s written consent to the transaction prior to the

He must also provide certain written disclosures to the purchaser.

Consequently, the “penny stock”

rules may restrict

Consequently, the “penny stock” rules may restrict

the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors