What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-06-29 compared with 2025-06-30 · 453 added, 480 removed, 768 unchanged (55% of the section changed)

should carefully consider the risks described below and elsewhere in this Form 10-K, which could materially and adversely affect our

business, results of operations or financial condition.

Our business faces significant risks and the risks described below may not be

the only risks we face.

Additional risks not presently known to us or that we currently believe are immaterial may materially affect

our business, results of operations, or financial condition.

If any of these risks occur, the trading price of our common stock could

decline, and you may lose all or part of your investment.

You should consider our business and prospects in light of the challenges we

face, including the ones discussed in this section.

In the event that any of the events described in the risk factors below occur, it

could have a material adverse effect on our operations and cash flow and cause the value of our securities to decline in value or become

should carefully consider the risks described below and elsewhere in this annual report on Form 10-K, which could materially and adversely

affect our business, results of operations or financial condition.

Our business faces significant risks and the risks described below

may not be the only risks we face.

Additional risks not presently known to us or that we currently believe are immaterial may materially

affect our business, results of operations, or financial condition.

If any of these risks occur, the trading price of our Common Stock

could decline, and you may lose all or part of your investment.

You should consider our business and prospects in light of the challenges

we face, including the ones discussed in this section.

In the event that any of the events described in the risk factors below occur,

it could have a material adverse effect on our operations and cash flow and cause the value of our securities to decline in value or

become worthless.

Associated with Our Company

28 unchanged sentences

financial position.

ability to adequately protect our trade names, trademarks and patents could have an impact on our brand images and ability to penetrate

believe that our trade names, trademarks and patents are important assets and an essential element of our strategy.

We have applied the

registration of these trade names, trademarks and patents in China and Hong Kong, and these registrations are currently pending approval

from the corresponding departments.

There can be no assurance that we will obtain such registrations or that the registrations we obtain

will prevent the imitation of our products or infringement of our intellectual property rights by others.

In particular, the laws of

certain foreign countries may not protect proprietary rights to the same extent as the laws of the U.S.

If any third-party copies our

products or our stores in a manner that projects lesser quality or carries a negative connotation, it could have a material adverse effect

on our brand image and reputation as well as our results of operations, financial condition and cash flows.

ability to adequately protect our trade names, trademarks, copyrights and domain names could adversely affect our brand images and ability to expand our business.

We believe that our trade names, trademarks, copyrighted logo designs and domain names are important assets and an

element of our brand development strategy.

We have obtained trademark registrations and copyright registrations in China in connection

with our business and maintain domain names for corporate, branding and business development purposes.

There can be no assurance that

we will be able to adequately protect these intellectual property rights or prevent unauthorized use of our brands, logos, websites, domain

names or other intellectual property by third parties.

Any infringement, misappropriation or other unauthorized use of our intellectual

property could adversely affect our brand image, reputation and customer relationships, which could in turn have a material adverse effect

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

may be impacted by our ability to adequately source, distribute and sell merchandise and other materials in China.

24 unchanged sentences

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

top customers accounted for a major portion of our total revenue for the years ended March 31, 2025 and 2024 and may materially adversely

affect our financial condition and results of operations.

For the year ended March 31, 2025,

one customer accounted for approximately 54.1% of the Company’s total garment manufacturing revenues.

For the year ended March 31,

2024, two customers accounted for approximately 73.9% and 22.1%, respectively, of the Company’s total garment manufacturing revenues.

For the year ended March 31, 2025, two customers accounted for approximately 16.7% and 14.3% of the Company’s total logistic services

For the year ended March 31, 2024, one customer accounted for approximately 20.0% of the Company’s total logistic services

However, our top customers are not obligated in any way to continue to provide us with new business 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 due to heavy reliance on our major supplier for the supply of our products, and any shortage of, or delay

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

During the years ended March 31,

2025 and 2024, approximately 41.39% and 100.0% 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 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.

significant portion of our revenue is derived from major customers or sales channels, and the loss of any significant customer or sales

channel may materially and adversely affect our financial condition and results of operations.

the year ended March 31, 2026, our garment manufacturing revenue was generated through multiple sales channels.

Offline sales, product

promotion/giveaway sales, Taobao platform sales, WeChat platform sales, accessory sales and Douyin platform sales accounted for approximately

50.2%, 30.4%, 12.2%, 5.4%, 1.1% and 0.6%, respectively, of the Company’s total garment manufacturing revenue.

Accordingly, the

Company’s garment manufacturing revenue for the year ended March 31, 2026 was more diversified by sales channel and was not dependent

on a single individual customer in the same manner as in prior periods.

the year ended March 31, 2026, 3 customers accounted for

approximately 34.6%, 30.7% and 18.6%, respectively, of the Company’s total garment manufacturing revenue.

ended March 31, 2025, two customers accounted for approximately 73.9% and 22.1%, respectively, of the Company’s total garment

manufacturing revenue.

the year ended March 31, 2026, three customers accounted for approximately 22.7%, 17.6% and 12.4%, respectively, of the Company’s

total logistics services revenue.

For the year ended March 31, 2025, two customers accounted for approximately 16.7% and 14.3%, respectively,

of the Company’s total logistics services revenue.

the year ended March 31, 2026, three customers accounted for approximately 53.6%, 31.6% and 13.4%, respectively, of the Company’s

total consulting service revenue.

The Company did not generate consulting service revenue during the year ended March 31, 2025.

customers are not obligated to continue to purchase products or services from us at any specific level or at all.

If any of our significant

customers reduce their orders, delay payments, terminate their business relationship with us, or if we are unable to obtain replacement

customers or sales channels on commercially reasonable terms, our revenue, business operations and financial performance may be materially

and adversely affected.

are exposed to concentration risk due to reliance on major suppliers and service providers for the supply of our products and services,

and any shortage, delay or disruption may significantly impact our business and results of operations.

the years ended March 31, 2026 and 2025, approximately 45.7% and 41.4%, respectively, of the Company’s total purchases and service

procurement were from the Company’s five largest suppliers and service providers.

Our business, financial condition and results

of operations may depend on the continued supply of products or services from our largest suppliers and service providers and on our

ability to maintain stable relationships with them.

Any significant disruption in supply, deterioration in supplier relationships, increase

in supplier costs, or shortage or delay in the supply of materials or services may have a material adverse effect on our business and

results of operations.

consulting service, the Company may also rely on third-party referral partners, channel partners, insurance brokers or other cooperating

service providers to support customer coordination and service fulfillment.

Any material disruption in these relationships, or any failure

by such third parties to provide services in a timely and compliant manner, could adversely affect the Company’s consulting service

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

46 unchanged sentences

might not be able to generate adequate revenues and may soon find ourselves lacking the capital that is required to continue operations.

we are unable to attract additional customers and clients to purchase our services (and future products we may develop or sell), it will

have a negative effect on our ability to generate the revenue.

we are unable to attract additional customers and clients to purchase our services or products (and future products we may develop or

sell), it will have a negative effect on our ability to generate the revenue.

currently have a limited number of clients and customers.

24 unchanged sentences

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

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

contractors may significantly impact 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 5.2% and 42.0% of total cost of revenues for our logistics service segment for the years ended March 31,

2025 and 2024, respectively.

The decrease in subcontracting fee to the largest contractor was mainly due to decrease use of subcontractors.

We have not experienced any disputes with our subcontractors, and we believe we maintain good relationships with

our contract logistic service provider.

rely on certain third-party contractors for portions of our logistics services, and any shortage, delay or disruption in subcontractor

services may adversely affect our logistics operations.

Company engages certain subcontractors to support its logistics business from time to time.

For the years ended March 31, 2026 and 2025,

subcontracting fees paid or payable to our largest subcontractor represented approximately 7.3% and 5.2%, respectively, of total cost

of revenues for our logistics services segment.

Based on these percentages, management does not believe that the Company was heavily

reliant on any single subcontractor during these periods.

However, our logistics business may still be affected if subcontractors are

unable or unwilling to provide services to us on commercially acceptable terms, or if there is any shortage, delay or disruption in subcontractor

have not experienced any material disputes with our subcontractors, and we believe we maintain good relationships with our logistics

service providers.

If we are unable to engage suitable subcontractors when needed or maintain stable relationships with our logistics

service providers, our logistics business, results of operations and financial condition may be adversely affected.

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, 2025

decreased to approximately $0.2 million from $1.5 million for the year ended March 31, 2024, representing an decrease of approximately

Subcontracting fees accounted for 5.5% and 34.9% of our total logistics business revenue in the years ended March 31, 2025 and

2024, 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.

engage subcontractors to carry out certain logistics services.

Subcontracting fees for our logistics business accounted for approximately

8.9% and 5.5% of our total logistics services revenue for the years ended March 31, 2026 and 2025, respectively.

If any of our significant

subcontractors are unable or unwilling to provide services to us on commercially acceptable terms, or if there is any shortage, delay

or disruption in subcontractor services, our logistics business, results of operations and financial condition may be materially and

adversely affected.

insurance may not be sufficient.

2 unchanged sentences

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

for tenants could impact our occupancy rates.

property management and subleasing operations face significant competition for tenants within the garment market.

Competitive factors

include rental rates, property location, lease terms, and the quality of properties offered.

We compete directly with other landlords

and property operators offering similar leasing opportunities in our targeted areas.

The presence of newer or better-located properties

could adversely affect our ability to attract tenants and the rental rates we can achieve.

performance depends on our ability to collect rent from tenants, including anchor tenants, our tenants’ financial condition and

our tenants maintaining leases for our properties.

property management and subleasing operations rely heavily on our ability to collect rent from tenants, including anchor tenants, to

maintain financial stability.

The financial condition of our tenants directly impacts their ability to meet lease obligations.

downturns or adverse market conditions, such as inflation, labor shortages, supply chain disruptions, and changes in consumer spending

habits, may weaken tenants’ financial positions.

This could lead to delays in lease commencements, non-renewals, or defaults on

rental payments.

In some cases, tenants may choose to close stores or declare bankruptcy, resulting in the termination of leases and

loss of rental income.

Enforcing lease terms in case of default may incur delays and costs, potentially affecting our cash flow and financial

tenant filing for bankruptcy protection could prevent us from collecting pre-bankruptcy debts or recovering losses related to unpaid

rent or damages.

The rejection of leases in bankruptcy proceedings would leave us with general unsecured claims, likely resulting in

partial or no recovery of outstanding balances.

Multiple lease terminations or failures of tenants to occupy premises could lead to lease

terminations or reduced rents for remaining tenants under certain lease terms.

In such scenarios, re-leasing vacant spaces at competitive

rates may be challenging, potentially reducing overall rental income and impacting financial results.

The occurrence of these situations,

particularly involving significant tenants with leases across multiple locations, could materially affect our financial condition, operational

results, and cash flow.

to smaller and growth-oriented businesses could adversely affect our cash flow and results of operations.

portion of our tenant base consists of smaller, growth-oriented businesses in the garment industry.

These tenants may have less financial

stability compared to larger corporations, increasing the risk of tenant defaults, turnover, or bankruptcies.

Smaller businesses are

more susceptible to economic downturns or changes in market conditions, which could lead to challenges in rent payments, lease renewals,

or the need for alternative office spaces.

Such tenant-related risks could impact our cash flow and financial performance.

consulting service line is newly developed and may not generate sustainable revenue or profitability.

the fiscal year ended March 31, 2026, we commenced a consulting service line.

This business has a limited operating history and remains

subject to significant uncertainty.

Our ability to generate revenue from consulting services depends on our ability to attract and retain

customers, maintain service quality, retain qualified personnel, coordinate effectively with third-party service providers, manage customer

relationships and comply with applicable laws and regulations.

If we are unable to successfully develop this business, our results of

operations, financial condition and business prospects may be materially and adversely affected.

consulting services may be affected by regulatory and licensing risks relating to insurance referral and related services.

consulting services may involve referrals, coordination or administrative support relating to insurance, wealth management, identity

planning, education planning or other cross-border services.

These areas may be subject to licensing, regulatory, compliance, anti-money

laundering, data protection and consumer protection requirements in relevant jurisdictions.

We depend on third-party licensed service

providers, including insurance companies and insurance brokers, where applicable.

If we, our employees, referral partners or third-party

service providers fail to comply with applicable regulatory requirements, or if a relevant license, approval or cooperation arrangement

is suspended, terminated or not renewed, we may be unable to provide related services or receive related fees, and our business, results

of operations and reputation may be materially and adversely affected.

in commission structures or referral fee arrangements may reduce our revenue and cash flows.

The revenue and cash flow of our consulting

service line may be affected by changes in referral fee, commission payment or settlement arrangements among insurance companies, insurance

brokers, referral parties and service providers.

If referral fees are reduced, capped, deferred or paid over a longer period, our short-term

revenue, working capital, cash flow and ability to invest in business development may be adversely affected.

We may not be able to offset

such impact by increasing consulting service fees or expanding non-insurance consulting revenue.

depend on customer trust, third-party service providers and private-domain customer resources for our consulting business.

success of our consulting business depends on our reputation, customer trust, private-domain customer resources, service quality and

relationships with third-party service providers.

Negative publicity, customer complaints, service failures, disputes with third-party

service providers, data leakage or failure to protect customer information may harm our reputation and adversely affect our ability to

attract or retain customers.

business depends on the continued contributions made by Mr.

1 unchanged sentence

a severe impediment to our business.

success is dependent upon the continued contributions made by our CEO and President, Mr.

We rely on his expertise in business

operations when we are developing new products and services.

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.

success is dependent upon the continued contributions made by our CEO, President and Chairman of the Board of Directors of the Company,

We rely on his expertise in business operations when we are developing new products and services.

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.

Hong Zhida cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely

85 unchanged sentences

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,” 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 investing in us.

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

in or having substantial operations in emerging markets including China.

The joint statement emphasized the risks associated with lack

of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

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

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

and became law.

This legislation requires certain issuers of securities to establish that they are not owned or controlled by a foreign

Specifically, an issuer must make this certification if the PCAOB is unable to audit specified reports because the issuer

has retained a foreign public accounting firm not subject to inspection by the PCAOB.

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 trading on a national

exchange or through other methods.

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 Form 10-K 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, Pan-China Singapore PAC, the independent registered public accounting firm that issued the audit report included in this

Form 10-K, is subject to PCAOB inspections.

Pan-China Singapore PAC 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.

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 statements.

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 Common Stock to be materially and adversely affected.

are uncertainties under the PRC Securities Law relating 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.

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

for the implementation of cross-border supervision and administration.

Article 177 further provides that overseas securities regulatory

authorities shall not engage in activities pertaining to investigations or evidence collection directly conducted within the territories

of the PRC, and that no Chinese entities or individuals shall provide documents and information in connection with securities business

activities to any organizations and/or persons aboard without the prior consent of the securities regulatory authority of the State Council

and the competent departments of the State Council.

of the date of this Form 10-K, 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

or evidence collection by such authorities within the territory of the PRC.

Our principal business operation is conducted in the PRC.

In the event that the U.S.

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

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

In that case, the U.S.

securities regulatory

agencies may have to consider establishing cross-border cooperation with the securities regulatory authority of the PRC by way of judicial

assistance, diplomatic channels or establishing a regulatory cooperation mechanism with the securities regulatory authority of the PRC.

However, there is no assurance that the U.S.

securities regulatory agencies will succeed in establishing such cross-border cooperation

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 Form 10-K, there have not been implementing rules or

regulations regarding the application of Article 177, so 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.

regulatory bodies may be limited in their ability to conduct investigations or inspections of the operations of our operating subsidiaries

in mainland China.

SEC, the U.S.

Department of Justice and other U.S.

authorities may also have difficulties in bringing and enforcing actions against us

or our directors or executive officers in mainland China.

The SEC has stated that there are significant legal and other obstacles to

obtaining information needed for investigations or litigation in mainland China.

Mainland China adopted a revised securities law that

became effective on March 1, 2020, Article 177 of which provides, among other things, that no overseas securities regulator is allowed

to directly conduct investigation or evidence collection activities within the territory of mainland China.

Further, the Trial Administrative

Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”) provide

that overseas securities regulatory authorities may conduct investigations or evidence collection relating to mainland China companies’

overseas offering and listing activities through the assistance of the CSRC under relevant cross-border securities regulatory cooperation

Accordingly, without regulatory cooperation between the U.S.

and China, no entity or individual in mainland China may provide

documents and information relating to securities business activities to overseas regulators when it is under direct investigation or

evidence discovery conducted by overseas regulators, which could present significant legal and other obstacles to obtaining information

needed for investigations and litigation conducted outside of mainland China.

are required to fulfill the Trial Administrative Measures filing procedures and report relevant information to the CSRC;

and, since further

interpretation and implementation of the new regulations are still required, we cannot assure you that we will be able to complete the

filings for any future offerings, and fully comply with the relevant new rules on a timely basis, if at all.

July 6, 2021, 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 Strictly and Lawfully Cracking Down Illegal Securities Activities to crack down on illegal activities

in the securities market and promote the high-quality development of the capital market (the “Opinions”), which, among other

things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,

to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application

of the capital market laws of mainland China.

December 24, 2021, the CSRC published the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing

by Domestic Companies (Draft for Comment) (the “Draft Administrative Provisions”) and the Administrative Measures for the

Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comment) (the “Draft Filing Measures”).

The Draft Administrative Provisions and the Draft Filing Measures lay out requirements for filing and include unified regulation management,

strengthening regulatory coordination, and cross-border regulatory cooperation.

February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic

Companies (the “Trial Administrative Measures”), which came into force on March 31, 2023.

On the same date, the CSRC

circulated the Guidance Rules on CSRC’s official website.

The Trial Administrative Measures refine the regulatory system by

subjecting both direct and indirect overseas offering and listing activities to the CSRC filing-based administration.

Administrative Measures, together with the relevant guidance rules reiterate the basic principles of the Draft Administrative

Provisions and Draft Filing Measures and impose substantially the same requirements for the overseas securities offering and listing

by domestic enterprises, and clarified and emphasized several aspects, which include, but are not limited to:

(i) comprehensive

determination of the “indirect overseas offering and listing by domestic companies of mainland China” in compliance with

the principle of “substance over form” and particularly, an issuer will be required to undertake the filing procedures

under the Trial Administrative Measures if the following criteria are met at the same time:

a) 50% or more of the issuer’s

operating revenue, total profit, total assets or net assets, as documented in its audited consolidated financial statements for the

most recent accounting year, is accounted for by domestic companies in mainland China, and b) the main parts of the issuer’s

business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior

managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China;

negative list of types of issuers banned from listing or offering overseas, such as issuers under investigation for crimes or major

violations of the law, or whose overseas offering and listing may endanger national security, or whose controlling shareholders and

the actual controller have been convicted of crimes, such as corruption, bribery, embezzlement, misappropriation of property or

undermining the order of the socialist market economy during the latest three years;

(iii) issuers’ compliance with foreign

investment, network security, data security, and other national security laws, regulations and relevant provisions;

issuers’ filing and reporting obligations, such as the obligation to file with the CSRC after it submits an application for

initial public offering to competent overseas regulators, and the obligation to file with the CSRC after it completes subsequent

offerings in the same overseas market and to report to the CSRC within 3 working days on material events including change of control

or voluntary or mandatory delisting of the issuer;

and (v) the CSRC’s authority to fine both issuers and their relevant

shareholders for failure to comply with the Trial Administrative Measures, including failure to comply with the filing procedures or

filing with materials on false, misleading statements or material omissions.

As the Trial Administrative Measures are newly-issued,

there remains uncertainty regarding their interpretation and implementation.

Therefore, we cannot assure you that we will be able to

complete the filings for any future offerings and fully comply with the relevant new rules on a timely basis, if at all.

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

59 unchanged sentences

logistic points.

However, we cannnot 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

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

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

regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

predict if investors will find our common stock less attractive because we may rely on these exemptions.

If some investors find our common

stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

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

we are no longer an emerging growth company, we are subject to increased reporting, compliance and governance requirements, which may

increase our costs and divert management’s attention from our business.

are no longer an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

As a result, we are subject to additional reporting, disclosure, internal control, governance and other requirements applicable to public

companies that are not emerging growth companies.

with these requirements has increased and may continue to increase our legal, accounting, auditing, investor relations and other compliance

In addition, management and other personnel are required to devote a greater amount of time and resources to compliance initiatives,

disclosure obligations, internal control assessments and corporate governance matters, which may divert their attention from the operation

and growth of our business.

other things, we may be required to incur additional expenses to maintain and enhance our internal control over financial reporting,

disclosure controls and procedures, and corporate governance practices.

If we are unable to comply with applicable reporting and regulatory

requirements in a timely and cost-effective manner, or if we identify deficiencies in our internal controls or disclosure controls, we

may be subject to regulatory scrutiny, enforcement actions, litigation, reputational harm, or a loss of investor confidence, any of which

could adversely affect our business, financial condition, results of operations and the market price of our Common Stock.

Risks Associated with Business Operations in China

12 unchanged sentences

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.

February 24, 2023, the CSRC, Ministry of Finance of the People’s Republic of China, National Administration of State Secrets

Protection, and National Archives Administration of China, have jointly released the Provisions on Strengthening Confidentiality and

Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises, which provide that a domestic

company that seeks to offer and list its securities in an 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.

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.

On July 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:

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 that has cumulatively

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,

1 unchanged sentence

As of the date

of this Form 10K, these new laws and guidelines have not impacted the Company’s ability to conduct its business, accept foreign

of this annual report, 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.

27 unchanged sentences

decline or be worthless.

independent registered public accounting firm’s audit documentation related to their audit reports included in this Form 10-K

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.

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

on Form 10-K include audit documentation located in the PRC.

Our Common Stock may be delisted or prohibited from being traded in the

under the HFCAA if the PCAOB is unable to inspect or investigate completely our independent registered public accounting firm or

relevant audit documentation 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.

The delisting or the cessation of trading of our Common Stock, 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

2 unchanged sentences

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.

independent registered public accounting firm for the fiscal year ended March 31, 2026 is HML PLT.

HML PLT is registered with the PCAOB

and is headquartered in Malaysia.

We do not believe that HML PLT is currently subject to any PCAOB determination regarding an inability

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

Accordingly, as of the date of this annual report, we do not believe that we are currently subject to a trading prohibition under the

Holding Foreign Companies Accountable Act, or the HFCAA, as a result of the PCAOB’s inability to inspect or investigate our auditor.

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

30 unchanged sentences

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

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 the PCAOB is unable to

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

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 the 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.

10 unchanged sentences

in the future.

The auditor of the Company, Pan-China Singapore PAC, 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 announced that it has completed a test inspection of two selected auditing firms in mainland China

and Hong Kong and has voted to vacate its previous Determination Report, which concluded in December 2021 that the PCAOB could not inspect

or investigate completely registered public accounting firms based in mainland China or Hong Kong.

On December 23, 2022, the AHFCAA was

enacted, which 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 and such act was signed into law on December

On December 15, 2022, the PCAOB announced that it has completed

a test inspection of two selected auditing firms in mainland China and Hong Kong and has voted to vacate its previous Determination Report,

which concluded in December 2021 that the PCAOB could not inspect or investigate completely registered public accounting firms based

in mainland China or Hong Kong.

On December 23, 2022, the AHFCAA was enacted, which 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 and such act was signed into law on December 29, 2022.

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

12 unchanged sentences

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

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

in accordance with PRC accounting standards and regulations.

1 unchanged sentence

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.

7 unchanged sentences

in our annual report on Form 10-K for the fiscal year ended March 31, 2026.

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.

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.

Registration, approval or filing 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

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

2 unchanged sentences

may have difficulty enforcing judgments against us.

are a Nevada corporation and most of our assets are and will be located outside of the United States.

Almost all of our operations will

be conducted in China.

In addition, our officers and directors are nationals and residents of a country other than the United States.

All of their assets are located outside the United States.

As a result, it may be difficult for you to effect service of process within

the United States upon them.

It may also be difficult for you to enforce in U.S.

courts judgments on the civil liability provisions of

federal securities laws against us and our officer and director, since he is not a resident in the United States.

there is uncertainty as to whether the courts of China would recognize or enforce judgments of U.S.

are a Nevada corporation.

However, a substantial portion of our operations and assets are located outside the United States, primarily

in the PRC and Hong Kong.

In addition, certain of our directors and executive officers reside outside the United States.

Although certain

of our independent directors are located in the United States, it may still be difficult for investors to effect service of process within

the United States upon our directors, officers or assets located outside the United States, or to enforce judgments obtained in U.S.

courts against such persons or assets, including judgments based upon the civil liability provisions of the U.S.

federal securities laws.

In addition, there

is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S.

courts against us or our

directors or executive officers.

As a result, investors may have difficulty enforcing claims or

judgments against us or such persons based on U.S.

federal securities laws or other laws of the United States.

exchange fluctuations may affect our business.

89 unchanged sentences

for us to pursue growth through acquisitions.

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

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

In addition, on August 8, 2006, six PRC regulatory agencies, including

the MOFCOM, the State-Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the SAIC, the China

Securities Regulatory Commission, or the CSRC, and the State Administration of Foreign Exchange, or SAFE, jointly adopted the Regulations

on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8,

2006 and was amended on June 22, 2009.

Under the M&A Rules, the approval of MOFCOM must be obtained in circumstances where overseas

companies established or controlled by PRC enterprises or residents acquire domestic companies affiliated with such PRC enterprises or

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

Under the PRC Anti-Monopoly Law, any concentration of undertakings (including share or asset acquisitions that result

in the acquisition of control or decisive influence over another business operator) involving operations within the PRC must be pre-notified

to the State Administration for Market Regulation (“SAMR”), the central PRC anti-monopoly enforcement authority, if the combined

turnover of all participating undertakings in the preceding fiscal year meets the statutory turnover thresholds set by the State Council.

No such concentration may be implemented prior to clearance from SAMR.

In addition, on August 8, 2006, six

PRC regulatory agencies, including the Ministry of Commerce (“MOFCOM”), the State-Owned Assets Supervision and Administration

Commission of the State Council (“SASAC”), the State Taxation Administration(“STA”) the SAMR,,CSRC, and the SAFE,

jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which

came into effect on September 8, 2006 and was amended on June 22, 2009.

Under the M&A Rules, the approval of MOFCOM must be obtained

in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire domestic companies affiliated

with such PRC enterprises or residents.

Applicable PRC laws, rules and regulations also require certain merger and acquisition transactions

to be subject to security review .

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

5 unchanged sentences

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

2016, took effect on June 1, 2017, and was amended on October 28, 2025 (the “Amended CSL”), with the amendments taking effect on January

1, 2026, 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

7 unchanged sentences

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.

The CAC subsequently released a revised draft of the Measures for Cybersecurity Review for

public consultation on 10 July 2021;

the formal revised version was issued on December 28, 2021 and entered into force on February 15,

The revised Measures expanded the scope of cybersecurity review by imposing a mandatory pre-listing filing obligation with CAC

on internet platform operators holding personal information of in excess of one million users that plan to pursue overseas listings.

On June 10, 2021, the Standing Committee of the National People’s Congress promulgated the PRC Data Security Law, which took effect

in September 2021.

The Data Security Law provides for a security review procedure for the data activities that may affect national security.

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 measures.

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 conducting data processing

activities, 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.

Further, if the enacted version of the Cybersecurity Review Measures 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.

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

84 unchanged sentences

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

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

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 YX,

our wholly owned subsidiary and its subsidiaries.

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

through the operating companies established in the PRC, primarily YX, our wholly owned subsidiary and its subsidiaries.

We are a holding

company and do not directly own any substantive business operations in 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

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

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 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

40 unchanged sentences

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

doubt exists regarding our ability to continue as a going concern.

have a history of operating losses and have incurred significant net losses in recent years.

We incurred net losses of approximately

$4.0 million and $5.1 million for the fiscal years ended March 31, 2026 and 2025, respectively.

As discussed in Note 2(b) to our consolidated

financial statements, these conditions raise substantial doubt about our ability to continue as a going concern within one year after

the date our consolidated financial statements are issued.

ability to continue as a going concern depends on our ability to successfully execute our business plan, improve operating results, generate

positive cash flows from operations, manage operating costs, collect accounts receivable, and obtain additional financing when needed.

Management is pursuing initiatives to expand the Company’s garment manufacturing, logistics services and consulting services businesses,

improve operating efficiencies and control costs;

however, there can be no assurance that these efforts will be successful.

we are unable to generate sufficient revenue, achieve profitability, or obtain additional financing on acceptable terms, or at all, we

may be required to reduce, delay or discontinue certain business activities, sell assets, restructure our operations, or seek additional

strategic alternatives.

Any such actions could materially and adversely affect our business, financial condition, results of operations

and the value of our common stock.

Furthermore, the existence of substantial doubt regarding our ability to continue as a going concern

may make it more difficult for us to obtain financing, enter into commercial arrangements, attract customers, retain employees and maintain

relationships with suppliers and other business partners.

conflicts involving the United States, Israel, Iran and other parties in the Middle East could adversely affect our business, financial

condition and results of operations.

armed conflicts and heightened geopolitical tensions involving the United States, Israel, Iran and other parties in the Middle East have

created significant uncertainty in global economic, political and financial markets.

The continuation or escalation of these conflicts,

including potential disruptions to international shipping routes, energy supplies and global trade, could adversely affect global economic

conditions and increase market volatility.

events have contributed, and may continue to contribute, to fluctuations in commodity prices, fuel and transportation costs, inflation,

interest rates, foreign exchange rates and capital markets conditions.

In addition, the conflicts could result in cyberattacks, sanctions,

export controls, supply chain disruptions, disruptions in the availability or pricing of inventory and raw materials, or other adverse

effects on global commerce.

we currently do not maintain operations in the Middle East, the indirect effects of geopolitical instability, military conflict and related

economic uncertainty could adversely affect our business operations, financial condition, results of operations and ability to access

capital markets.

The extent, duration and ultimate impact of these conflicts remain uncertain and cannot be predicted.

Relating to Our Holding Company Structure

8 unchanged sentences

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.

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

national treatment with a negative list for foreign investments, pursuant to which (i) the foreign investment negative list

specifies prohibited industrial sectors, into which foreign investors are not permitted to make any investment;(ii) foreign

investment into restricted sectors set out in the negative list must comply with applicable statutory access conditions and complete

relevant approval or filing procedures as required by law;

and(iii) all business sectors not included on the foreign investment

negative list shall grant foreign investors and foreign-invested enterprises pre-establishment and post-establishment treatment no

less favourable than that accorded to domestic Chinese investors and domestic enterprises.

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

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

12 unchanged sentences

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

In addition, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax

profits each year, if any, to fund a 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.

1 unchanged sentence

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.

portion of our revenue was generated by our PRC Subsidiaries in RMB, 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

PRC government may continue to strengthen its foreign exchange regulatory 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.

16 unchanged sentences

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).

Under the Notice of the State Administration of Foreign Exchange on Matters Concerning the Deepening of Reform in

the Administration of Foreign Exchange for Cross-border Investment and Financing, which amended by SAFE and became effective on September

12, 2025, The use of foreign exchange income under capital, foreign debt, and the RMB funds obtained from their settlement by non-financial

enterprises shall follow the principles of authenticity and self-use.

Such funds shall not be used (i) directly or indirectly for expenditures

prohibited by national laws and regulations;

(ii) unless otherwise expressly provided, such funds shall not be used directly or indirectly

for securities investment or other investment and wealth management (except for wealth management products and structured deposits with

a risk rating not higher than level two);

(iii)such funds shall not be used to grant loans to non-affiliated enterprises (except where

the business scope expressly permits).

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

47 unchanged sentences

to supporting existing management.

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 to certain exceptions.

Depending on market fluctuations, our common stock could be considered to be a

“penny stock”.

A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers

who sell these securities to persons other than accredited investors.

For transactions covered by these rules, the broker/dealer

must make a special suitability determination for the purchase of these securities.

In addition, the broker/dealer must receive the

purchaser’s written consent to the transaction prior to the purchase.

He must also provide certain written disclosures to the

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 to resell them.

These disclosures require you to

acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire

Penny stocks are low priced securities that do not have a very high trading volume.

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:

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;

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;

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

our Common Stock were delisted from Nasdaq and became subject to the SEC’s penny stock rules, the liquidity and marketability of

our Common Stock could be adversely affected.

Common Stock is listed on the Nasdaq Capital Market.

As a result, our Common Stock is generally exempt from the SEC’s penny stock

rules, notwithstanding that the market price of our Common Stock may trade below $5.00 per share.

However, if our Common Stock were delisted

from Nasdaq and traded in the over-the-counter market, and if our Common Stock did not qualify for an applicable exclusion from the SEC’s

penny stock rules, broker-dealers may be subject to additional sales practice requirements in connection with transactions in our Common

These requirements could make it more difficult for investors to buy or sell our Common Stock and could adversely affect the liquidity

and market price of our Common Stock.

issuances of our Common Stock upon conversion of convertible securities or exercise of warrants may dilute our existing stockholders

and adversely affect the market price of our Common Stock.

have previously issued convertible notes, warrants and other equity-linked securities, and we may issue additional shares of Common Stock

or equity-linked securities in the future in connection with financings, acquisitions, compensation arrangements or other corporate purposes.

To the extent any outstanding convertible securities or warrants are converted or exercised, or to the extent we issue additional shares

of Common Stock or securities convertible into or exercisable for shares of Common Stock, our existing stockholders may experience substantial

may require additional capital in the future to develop our business operations and pursue our strategic objectives.

Any additional capital

raised through the sale of equity or equity-linked securities may dilute our stockholders’ ownership percentages and may adversely

affect the market price of our Common Stock.

The 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, warrants or other derivative securities, any of which may further

dilute the interests of our existing stockholders.

addition, sales of a significant number of shares of our Common Stock, or the perception that such sales may occur, could adversely affect

the market price of our Common Stock and make it more difficult for us to raise capital through future equity or equity-linked financings.

We may also 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, warrants or equity awards, which may adversely affect our

financial condition and results of operations.

sales of substantial amounts of the shares of Common Stock by existing stockholders could adversely affect the price of our Common Stock.

1 unchanged sentence

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.

Agent Warrants, the market price of our Common Stock 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

stockholders might sell our Common Stock could also depress the market price of our Common Stock and could impair our future ability

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

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

Common Stock was first offered publicly in our IPO in August 2022 at a price of $5.00 per share, and our Common Stock has subsequently

traded as high as $656.54 per share and as low as $0.78 per share as of the date of this Form 10-K.

The market price of our Common

Stock on the Nasdaq Capital Market may fluctuate as a result of a number of factors, some of which are beyond our control, including,

Common Stock is listed on the Nasdaq Capital Market.

The market price of our Common Stock has been, and may continue to be, volatile.

The market price of our Common Stock may fluctuate as a result of a number of factors, some of which are beyond our control, including,

but not limited to:

15 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