What changed in this filing

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Item 1A. Risk Factors

2023-06-29 compared with 2022-06-23 · 406 added, 282 removed, 791 unchanged (47% 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.

success depends on our customers’ 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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face a variety of other risks generally associated with doing business in China.

instability, significant health hazards, environmental hazards or natural disasters which could negatively affect international economies,

financial markets and business activity;

of new or retaliatory trade duties, sanctions or taxes and other charges on imports or exports;

new or complex legal and regulatory matters;

in currency exchange rates;

business practice and political issues (including issues relating to compliance with domestic or international labor standards) which

may result in adverse publicity or threatened or actual adverse consumer actions, including boycotts;

delays or disruptions in shipping and transportation and related pricing impacts;

due to labor disputes;

expectations regarding product safety due to new legislation or other factors.

political instability,

significant health hazards, environmental hazards or natural disasters which could negatively affect international economies, financial

markets and business activity;

imposition of new or retaliatory

trade duties, sanctions or taxes and other charges on imports or exports;

evolving, new or complex

legal and regulatory matters;

volatility in currency

exchange rates;

local business practice

and political issues (including issues relating to compliance with domestic or international labor standards) which may result in

adverse publicity or threatened or actual adverse consumer actions, including boycotts;

potential delays or disruptions

in shipping and transportation and related pricing impacts;

disruption due to labor

changing expectations regarding

product safety due to new legislation or other factors.

also rely upon third-party transportation providers for certain of our product shipments, including shipments to and from our distribution

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

increases in cost of epidemic prevention supplies or changes in the demand and supply may materially and adversely affect our business,

financial condition and results of operations.

purchase of epidemic prevention supplies accounted for a substantial amount of our total purchases for the fiscal year 2021.

of finished face masks and nitrile gloves can be volatile and affected by factors such as COVID-19 outbreak condition, weather, industry

demand and supply.

We cannot assure you that we can fully pass on the increased cost to our customers.

Future increases in cost of epidemic

prevention supplies or changes in the demand and supply may materially and adversely affect our business, financial condition and results

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.

During first nine months of fiscal 2021, we accepted a nitrile glove purchase order from a customer.

However, due to significant price

increase in nitrile glove due to the COVID-19 driven demand surge and the shortage of raw materials, the Company incurred a significant

loss during this period.

top customers accounted for a major portion of our total revenue for the years ended March 31, 2023 and 2022 and may materially adversely

affect our financial condition and results of operations.

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

the year ended March 31, 2023, two customers accounted for approximately 41.23% and 17.23% of the Company’s total garment manufacturing

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

For the year ended March 31, 2023, one customer accounted for approximately 20.39% 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.

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

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

largest suppliers, respectively.

the years ended March 31, 2023 and 2022, approximately 100.0% and 99.3% of total inventory purchases were from the Company’s

five largest suppliers, respectively.

Our business, financial condition and operating results depend on the continuous supply of products

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However, any such third-party contractor may still fail

to provide satisfactory logistics services at the level of quality or within the timeframe required by us or our customers.

to provide satisfactory logistics services at a level of quality or within the timeframe required by us or our customers.

generally require our logistics contractors to fully reimburse us for any losses arising from delay in delivery or non-delivery, our

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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.

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

represented approximately 25.2% and 14.8% of total cost of revenues for our logistics service segment for the years ended March 31,

2023 and 2022, 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

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Subcontracting fees for our logistics business for the year ended March 31, 2023

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.

decreased to approximately $1.1 million from $2.3 million for the year ended March 31, 2022, representing a decrease of approximately

Subcontracting fees accounted for 23.24% and 42.9% of our total logistics business revenue in the years ended March 31, 2023

and 2022, respectively.

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

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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

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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.

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

business depends on the continued contributions made by Mr.

Hong Zhida, as our key executive officer, the loss of who may result in a

Hong Zhida, as our key executive officer, the loss of whom may result in a

severe impediment to our business.

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manner or at all.

This would likely result in a severe damage to our business operations and would have an adverse material impact on

This would likely result in severe damage to our business operations and would have an adverse material impact on

our financial position and operational results.

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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

companies in the U.S., is subject to laws in the U.S.

pursuant to which the PCAOB conducts regular inspections to assess its compliance

with the applicable professional standards.

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.

auditor, Pan-China Singapore, the independent registered public accounting firm that issued the audit report included in this Annual

Report, is subject to PCAOB inspections.

Pan-China Singapore is headquartered in Singapore and there are no limitations in Singapore

on PCAOB inspections.

Therefore, we believe that, as of the date of this Annual Report, our auditor is not subject to the determinations

announced by the PCAOB on December 16, 2021 relating to the PCAOB’s inability to inspect or investigate completely registered public

accounting firms headquartered in the PRC or Hong Kong because of a position taken by one or more authorities in the PRC or Hong Kong.

However, to the extent that our auditor’s work papers may, in the future, become located in China, such work papers will not be

subject to inspection by the PCAOB because the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities.

Inspections of certain other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit

procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality.

The inability of the PCAOB to conduct inspections of our auditors’ work papers in China would make it more difficult to evaluate

the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside of China that

are subject to PCAOB inspections.

As a result, our investors may be deprived of the benefits of the PCAOB’s oversight of our auditor

through such inspections and they may lose confidence in our reported financial information and procedures and the quality of our financial

We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us.

Such uncertainty could cause the market price of our Ordinary Shares to be materially and adversely affected.

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

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and the competent departments of the State Council.

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.

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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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 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.

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

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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companies located outside China.

This could cause our results of operations to be materially adversely effected, reduce our revenues

This could cause our results of operations to be materially adversely affected, reduce our revenues

and cause the value of our securities to decline in value.

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Additional debt financing may include conditions that would restrict our freedom to operate our business, such as conditions that:

our ability to pay dividends or require us to seek consent for the payment of dividends;

our vulnerability to general adverse economic and industry conditions;

us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash

flow to fund capital expenditures, working capital and other general corporate purposes;

our flexibility in planning for, or reacting to, changes in our business and our industry.

limit our ability to pay

dividends or require us to seek consent for the payment of dividends;

increase our vulnerability

to general adverse economic and industry conditions;

require us to dedicate

a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund capital

expenditures, working capital and other general corporate purposes;

limit our flexibility in

planning for, or reacting to, changes in our business and our industry.

cannot guarantee that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.

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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.

PRC government may intervene or influence our business operations at any time or may exert more control over offerings conducted overseas

and foreign investment in China based issuers, which could result in a material change in our business operations and/or the value of

our securities.

Additionally, the governmental and regulatory interference 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 be worthless.

statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas

and/or foreign investments in China-based issuers.

For example, the PRC has proposed new rules that would require companies collecting

or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that would significantly

tighten oversight over China based internet giants.

The Cybersecurity Review Measures that took effect from February 15, 2022 stipulates

that an internet platform operator who possesses more than 1 million users’ personal information must report to the Office of Cybersecurity

Review for a cybersecurity review when seeking listings in other nations.

April 2, 2022, the CSRC released the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering

and Listing by Domestic Companies (Draft for Comments), which provide that a domestic company that seeks to offer and list its securities

in a overseas market shall strictly abide by applicable PRC laws and regulations, enhance legal awareness of keeping state secrets and

strengthening archives administration, institute a sound confidentiality and archives administration system, and take necessary measures

to fulfill confidentiality and archives administration obligations.

In the event that the above proposed provisions and rules are enacted,

the relevant filing procedures of the CSRC and other governmental authorities may be required in connection with this offering.

7, 2022, CAC promulgated the Measures for the Security Assessment of Data Cross-border Transfer, effective on September 1, 2022, which

requires the data processors to apply for data cross-border security assessment coordinated by the CAC under the following circumstances:

(i) any data processor transfers important data to overseas;

(ii) any critical information infrastructure operator or data processor

who processes personal information of over 1 million people provides personal information to overseas;

(iii) any data processor who provides

personal information to overseas and has already provided personal information of more than 100,000 people or sensitive personal information

of more than 10,000 people to overseas since January 1st of the previous year;

and (iv) other circumstances under which the data cross-border

transfer security assessment is required as prescribed by the CAC.

the majority of our operations are located in the PRC, our 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.

As of the date

of this prospectus, these new laws and guidelines have not impacted the Company’s ability to conduct its business, accept foreign

investments, or list and trade on a 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

As confirmed by our PRC counsel at the

date of September 2, 2022, the business of our subsidiaries until our registration 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.

Further, we believe our newly established companies and our business plan

will not change the above conclusion.

However, there remains uncertainty as to how the Cybersecurity Review 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 Cybersecurity Review 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.

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

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.

Any future action by the PRC

government and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly limit or

completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly

decline or be worthless.

independent registered public accounting firm’s audit documentation related to their audit reports included in this prospectus

include audit documentation located in the PRC.

Our Common Stocks may be delisted or prohibited from being traded over-the-counter under

the HFCAA if the PCAOB is unable to inspect our audit documentation located in mainland China and, as such, you may be deprived of the

benefits of such inspection which could result in limitations or restrictions to our access to the U.S.

capital markets.

The delisting

or the cessation of trading of our Common Stocks, or the threat of their being delisted or prohibited from being traded, may materially

and adversely affect the value of your investment.

independent registered public accounting firm issued an audit opinion on the financial statements included in our Annual Report on Form

10-K for the fiscal year ended March 31, 2022.

As an auditor of companies that are traded publicly in the United States and a firm registered

with the PCAOB, our auditor is required by the laws of the United States to undergo regular inspections by the PCAOB.

auditor is headquartered in Singapore and there are no limitations in Singapore on PCAOB inspections .

However, recent developments with respect to audits of PRC and Hong Kong based companies, such as us, create uncertainty about the ability

of our auditor to fully cooperate with the PCAOB’s request for audit workpapers without the approval of the Chinese authorities.

As a result, our investors may be deprived of the benefits of PCAOB’s oversight of our auditors through such inspections.

of certain other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures

and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality.

currently able to conduct inspections of audit firms located in mainland China and Hong Kong and conduct inspections of U.S.

where audit work papers are located in mainland China.

The audit workpapers for our PRC operations are located in the PRC.

addition, as part of a continued regulatory focus in the United States on access to audit and other information currently protected by

national law, in particular China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of Congress

that would require the SEC to maintain a list of issuers for which the PCAOB is not able to inspect or investigate an auditor report

issued by a foreign public accounting firm.

The Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges

(EQUITABLE) Act prescribes increased disclosure requirements for such issuers and, beginning in 2025, the delisting from national securities

exchanges such as Nasdaq of issuers included for three consecutive years on the SEC’s list.

On May 20, 2020, the U.S.

Senate passed

945, the HFCAA.

The HFCAA was approved by the U.S.

House of Representatives on December 2, 2020.

On December 18, 2020, the former

president signed into law the HFCAA.

In essence, the HFCAA requires the SEC to prohibit foreign companies from listing securities

securities exchanges if a company retains a foreign accounting firm that cannot be inspected by the PCAOB for three consecutive

years, beginning in 2021.

The enactment of the HFCAA and any additional rulemaking efforts to increase U.S.

regulatory access to audit

information could cause investor uncertainty for affected issuers, including us, and the market price of our securities could be adversely

affected, and we could be delisted if it is unable to cure the situation to meet the PCAOB inspection requirement in time.

2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the

We will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a

process to be subsequently established by the SEC.

The SEC is assessing how to implement other requirements of the HFCAA, including the

listing and trading prohibition requirements described above.

on June 22, 2021, the U.S.

Senate passed the AHFCAA and on December 29, 2022, the Consolidated Appropriations Act was signed into law

by President Biden, which contained, among other things, an identical provision to AHFCAA and amended the HFCAA by requiring 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, thus reducing the time before your securities may be prohibited from trading or delisted.

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining,

as contemplated under the HFCAA, whether the Board 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.

On December 2, 2021, the

SEC issued amendments to finalize rules implementing 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 PCAOB is unable to inspect or investigate completely because of a position taken by an authority in

foreign jurisdictions.

December 2, 2021, the SEC adopted amendments to finalize rules implementing 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 report on its determinations that it is unable to inspect or investigate completely PCAOB-registered

public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by mainland China and Hong Kong authorities

in those jurisdictions, and identifies the registered public accounting firms in mainland China and Hong Kong that are subject to such

determinations.

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

Pursuant 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.

The auditor of the Company, Marcum Asia CPAs LLP, is not among the auditor firms listed on the determination list issued

by the PCAOB, which notes all of the auditor firms that the PCAOB is not able to inspect.

August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, or the Protocol, governing

inspections and investigations of audit firms based in China and Hong Kong.

The Protocol remains unpublished and is subject to further

explanation and implementation.

Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent

discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the

On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered

public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.

However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will

consider the need to issue a new determination.

December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things, an

identical provision to AHFCAA and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any

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

the PCAOB be unable to fully conduct inspections of our auditors’ work papers in the PRC, it will make it more difficult to evaluate

the effectiveness of our auditor’s audit procedures or quality control procedures and you may be deprived of the benefits of such

inspection, which could result in limitation or restriction to our access to the U.S.

capital markets, and our securities may be delisted

or prohibited from trading if the PCAOB determines that it cannot inspect or investigate completely our auditor under the HFCAA.

may consequently lose confidence in our reported financial information and procedures and the quality of our financial statements, which

would adversely affect us.

the extent cash in the business is in the PRC or a PRC entity, the funds may not be available to fund operations or for other use outside

of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of our Company or our subsidiaries

by the PRC government to transfer cash.

PRC laws and regulations permit the companies in the PRC to pay dividends only out of their retained earnings, if any, as determined

in accordance with PRC accounting standards and regulations.

Additionally, each of the companies in the PRC are required to set aside

at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered

The companies in the PRC are also required to further set aside a portion of their after-tax profits to fund the employee welfare

fund, although the amount to be set aside, if any, is determined at their discretion.

These reserves are not distributable as cash dividends.

In order for us to pay dividends to our stockholders, we will rely on the distribution of dividends, through the WFOE, to Yingxi HK from

our PRC Subsidiaries.

cash dividends, if any, will be paid in U.S.

If we are considered a tax resident enterprise of the PRC for tax purposes, any

dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding

See “ Risk Factors – General Risks Associated with Business Operation in China - We may be treated as a resident enterprise

for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income ”

in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022.

PRC government also imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency

out of the PRC.

The majority of our income is received in RMB and shortages in foreign currencies may restrict our ability to pay dividends

or other payments, or otherwise satisfy our foreign currency denominated obligations, if any.

Under existing PRC foreign exchange regulations,

payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions,

can be made in foreign currencies without prior approval from SAFE as long as certain procedural requirements are met.

Approval from

appropriate government authorities is required if RMB is converted into foreign currency and remitted out of the PRC to pay capital expenses

such as the repayment of loans denominated in foreign currencies.

The PRC government may, at its discretion, impose restrictions on access

to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay dividends in foreign

currencies to our shareholders.

a result of the above, to the extent cash in the business is in the PRC or a PRC entity, such funds or assets may not be available to

fund operations or for other use outside of the PRC, due to interventions in or the imposition of restrictions and limitations on the

ability of us, or our subsidiaries by the PRC government to transfer cash.

may have difficulty enforcing judgments against us.

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dollar, respectively.

From April 2020 through the end of March 2021, the value of the Renminbi appreciated by approximately

From April 2022 through the end of March 2023, the value of the Renminbi depreciated by approximately

8.3% against the U.S.

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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.

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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

As confirmed by our PRC counsel at the date of September 2, 2022, we are not be subject to the cybersecurity review by the CAC for overseas public offerings of our securities to foreign investors, given that:

(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.

(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.

Further, we believe our newly established companies and our business plan will not change the above conclusion.

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

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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.

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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.

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.

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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.

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

market price of our shares is likely to be highly volatile and subject to wide fluctuations in response to factors such as:

in our actual and perceived operating results;

regarding gains or losses of customers or partners by us or our competitors;

regarding gains or losses of key personnel by us or our competitors;

announcements

of competitive developments, acquisitions or strategic alliances in our industry by us or our competitors;

in earnings estimates or buy/sell recommendations by financial analysts;

imposition of fines or penalties related to our activities in the PRC and failure to comply with applicable rules and regulations;

market conditions or other developments affecting us or our industry;

operating and stock price performance of other companies, other industries and other events or factors beyond our control.

variations in our actual

and perceived operating results;

news regarding gains or

losses of customers or partners by us or our competitors;

news regarding gains or

losses of key personnel by us or our competitors;

announcements of competitive

developments, acquisitions or strategic alliances in our industry by us or our competitors;

changes in earnings estimates

or buy/sell recommendations by financial analysts;

potential litigation;

the imposition of fines

or penalties related to our activities in the PRC and failure to comply with applicable rules and regulations;

general market conditions

or other developments affecting us or our industry;

the operating and stock

price performance of other companies, other industries and other events or factors beyond our control.

addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to

51 unchanged sentences

Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.

issuances of our Common Stock to the Selling Stockholders or the Placement Agent upon conversion of Warrants or exercise of the Notes,

as the case may be, will cause dilution to our existing stockholders, and the sale of the shares of Common Stock acquired by the Selling

Stockholders or the Placement Agent, or the perception that such sales may occur, could cause the price of our Common Stock to fall.

on market liquidity at the time, issuances and any subsequent sales of our common stock may cause the trading price of our common stock

previously registered 197,227,433 shares of our common stock for their resale by selling stockholders which consisted of:

Up to 164,373,089 shares

of common stock (the “PIPE Stocks”), consisting of (i) 82,186,544 shares of common stock issuable upon the conversion

of our senior secured convertible notes (the “Notes”) issued to the selling stockholders pursuant to the securities purchase

agreement, dated as of January 4, 2023, by and between us and the selling stockholders (the “PIPE Securities Purchase Agreement”),

and (ii) 82,186,544 additional shares of common stock that we are required to register pursuant to a registration rights agreement

between us and certain selling stockholders obligating us to register 200% of the maximum number of shares of common stock issuable

upon conversion of the Notes;

Up to 32,154,344 shares

of common stock (the “PIPE Warrant Stocks”), consisting of (i) 16,077,172 shares of our common stock issued or issuable

upon the exercise of warrants (the “PIPE Warrants”) that were issued pursuant to the PIPE Securities Purchase Agreement,

and (ii) 16,077,172 additional shares of common stock that we are required to register pursuant to a registration rights agreement

between us and certain selling stockholders obligating us to register 200% of the maximum number of shares of common stock issuable

upon exercise of the PIPE Warrant Stocks;

Up to 700,000 shares of

common stock (the “Placement Agent Warrant Stocks”) issued or issuable upon the exercise of placement agent warrants

(the “Placement Agent Warrants”) that were issued to the placement agent pursuant to the PIPE placement agency agreement

(the “PIPE Placement Agency Agreement”), dated as of January 4, 2023.

and when the selling stockholders or placement agent convert and/or exercise their warrants or Notes, as the case may be, after the selling

stockholders or the placement agents has acquired the shares, the selling stockholders or the placement agent may resell all, some, or

none of those shares at any time or from time to time in its discretion.

Therefore, issuances to the selling stockholders or the placement

agent upon exercise of their warrants or conversion of the Notes could result in substantial dilution to the interests of other holders

of our common stock.

Even though the current trading price is significantly below our IPO price, the selling shareholders or the placement

agent may have an incentive to sell because they will still profit because of the lower price that they acquired their shares than the

retail investors.

Additionally, the issuance of a substantial number of shares of our common stock to the selling stockholders or the

placement agent, or the anticipation of such issuances, could make it more difficult for us to sell equity or equity-related securities

in the future at a time and at a price that we might otherwise wish to effect sales.

may experience future dilution as a result of future equity offerings and other issuances of our securities.

order to raise additional capital, we may in the future offer additional common stocks or other securities convertible into or exchangeable

for our common stocks at prices that may not be the same as the price per share paid by the investors in this offering.

We may not be

able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share

paid by the investors in this offering, and investors purchasing shares or other securities in the future could have rights superior

to existing stockholders.

The price per share at which we sell additional common stocks or securities convertible into common stocks

in future transactions may be higher or lower than the price per share paid to the selling stockholders.

Our stockholders will incur

dilution upon exercise of any outstanding stock options, warrants or other convertible securities or upon the issuance of common stocks

under our share incentive programs.

expect to require additional capital in the future in order to develop our business operations.

If we do not obtain any such additional

financing, it may be difficult to effectively realize our long-term strategic goals and objectives.

additional capital raised through the sale of equity or equity-backed securities may dilute our stockholders’ ownership percentages

and could also result in a decrease in the market value of our equity securities.

terms of any securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences,

superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders

of any of our securities then outstanding.

addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting

fees, securities law compliance fees, printing and distribution expenses and other costs.

We may also be required to recognize non-cash

expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial

sales of substantial amounts of the shares of common stock by existing stockholders could adversely affect the price of our common stock.

we or our existing stockholders, our directors or their affiliates or certain of our executive officers, sell a substantial number of

our common stocks in the public market, including the Resale Shares once issuable upon exercise of the PIPE Warrants and the Placement

Agent Warrants, the market price of our common stocks could decrease significantly.

The perception in the public market that we or our

stockholders might sell our common stocks could also depress the market price of our common stocks and could impair our future ability

to obtain capital, especially through an offering of equity securities.

market price of our common stocks may be subject to fluctuation and you could lose all or part of your investment.

common stocks were first offered publicly in our IPO in August 2022 at a price of $5.00 per share, and our common stocks have subsequently

traded as high as $656.54 per share and as low as $0.647 per share through June 23, 2023.

The market price of our common stocks on the

Nasdaq Capital Market may fluctuate as a result of a number of factors, some of which are beyond our control, including, but not limited

variations in our actual

and perceived operating results;

news regarding gains or

losses of customers or partners by us or our competitors;

news regarding gains or

losses of key personnel by us or our competitors;

announcements of competitive

developments, acquisitions or strategic alliances in our industry by us or our competitors;

changes in earnings estimates

or buy/sell recommendations by financial analysts;

potential litigation;

the imposition of fines

or penalties related to our activities in the PRC and failure to comply with applicable rules and regulations;

general market conditions

or other developments affecting us or our industry;

the operating and stock

price performance of other companies, other industries and other events or factors beyond our control.

factors and any corresponding price fluctuations may materially and adversely affect the market price of our common stocks and result

in substantial losses being incurred by our investors.

In the past, following periods of market volatility, public company stockholders

have often instituted securities class action litigation.

If we were involved in securities litigation, it could impose a substantial

cost upon us and divert the resources and attention of our management from our business .

Unresolved Staff Comments

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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