What changed in this filing

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Item 1. Business

2025-06-30 compared with 2024-07-15 · 143 added, 180 removed, 325 unchanged (50% of the section changed)

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December 28, 2016, we entered into a Sale and Purchase Agreement (“SPA”) with Yingxi Industrial Chain Group Co., Ltd.

which was incorporated under the laws of the Republic of Seychelles and principally engaged in garment manufacture, where we agreed to

acquire 100% of the equity interest in YICG and to issue five hundred million (500,000,000) restricted common shares of the Company to

(“YICG”), which was incorporated under the laws of the Republic of Seychelles and principally engaged in garment

manufacture, where we agreed to acquire 100% of the equity interest in YICG and to issue two million five hundred thousand

(2,500,000) restricted common shares of the Company to former owners of YICG (after giving effect to all subsequent share splits, combinations or similar transactions).

The completion of the SPA took place on September 25,

Following the completion of the SPA, YICG’s business became our

Following the completion of the SPA, YICG’s business became our business.

have a fiscal year-end of March 31.

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

We conduct substantially all of our operations

through our operating companies established in the People’s Republic of China, or the PRC, primarily Shenzhen Qianhai Yingxi Industrial

Chain Service Co., Ltd.

(“YX”), our wholly owned subsidiary and its subsidiaries.

We conduct substantially all of our

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

We are not a Chinese operating company.

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

Our holding company structure involves

unique risks to investors.

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

change in our operations and/or the value of our common stock, including that it could cause the value of such securities to significantly

decline or become worthless.

Our holding company, Addentax Group Corp., is listed on the Nasdaq Capital Market under the symbol of “ATXG”.

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

Our holding company structure involves unique risks to investors.

Chinese regulatory authorities could disallow our operating

structure, which would likely result in a material change in our operations and/or the value of our common stock, including that it

could cause the value of such securities to significantly decline or become worthless.

Our holding company, Addentax Group Corp., is

listed on the Nasdaq Capital Market under the symbol of “ATXG”.

We classify our businesses into three main segments:

garment manufacturing, logistics services, and property

management and subleasing.

The Company previously engaged in the provision of epidemic prevention supplies, which included manufacturing,

distribution and trading of epidemic prevention supplies.

As the COVID-19 pandemic is near an endemic, the Company ceased to operate

in this business in the first quarter of 2023.

The remaining assets of this business segment were reclassified into the “Corporate

and others” segment.

The corresponding items of segment information for the earlier periods were restated to reflect the change

of the new segment structure.

the context otherwise requires, all references in this annual report to “ Addentax ” refer to Addentax Group Corp.,

a holding company, and references to “ we, ” “ us, ” “ our, ” the “ Registrant ”,

the “ Company, ” or “ our company ” refer to Addentax and/or its consolidated subsidiaries.

Group Corp., our Nevada holding company, is the entity in which investors are investing.

subsidiaries include (i)

Yingxi Industrial Chain Group Co., Ltd., a Republic of Seychelles company;

(ii) Yingxi Industrial Chain Investment Co., Ltd., a Hong

Kong company (“Yingxi HK”);

(iii) Qianhai Yingxi Textile & Garments Co., Ltd., a PRC company;

(iv) Shenzhen Qianhai Yingxi

Industrial Chain Services Co., Ltd, a PRC company (“YX”), (v) Dongguan Heng Sheng Wei Garments Co., Ltd, a PRC company (“HSW”),

(vi) Dongguan Yushang Clothing Co., Ltd, a PRC company (“YS”), (vii) Shantou Yi Bai Yi Garment Co., Ltd, a PRC company (“YBY”),

(viii) Shenzhen Yingxi Peng Fa Logistic Co., Ltd., a PRC company (“PF”);

(ix) Shenzhen Xin Kuai Jie Transportation Co., Ltd,

a PRC company (“XKJ”), (x) Shenzhen Yingxi Tongda Logistic Co., Ltd, a PRC company (“TD”), (xi) Zhuang Hao Jia

(Dongguan) Decoration Engineering Co.,Ltd, a PRC company (“ZHJ”), and (xii) Dongguan Au Te Si Garments Co., Ltd., a PRC company

(“AOT” ), (xiii) Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”).

garment manufacturing, logistics services, and property management and subleasing.

The Company previously engaged in the provision

of epidemic prevention supplies, which included manufacturing, distribution and trading of epidemic prevention supplies.

COVID-19 pandemic became an endemic, only the Company ceased to operate in this business in the first quarter of 2023.

The remaining

assets of this business segment were reclassified into the “Corporate and others” segment.

The corresponding items of

segment information for the earlier periods were restated to reflect the change of the new segment structure.

the context otherwise requires, all references in this Form 10-K to “Addentax” refer to Addentax Group Corp., a holding

company, and references to “we,” “us,” “our,” the “Registrant”, the “Company,”

or “our company” refer to Addentax and/or its consolidated subsidiaries.

Addentax Group Corp., our Nevada holding company,

is the entity in which investors are investing.

subsidiaries include (i) Yingxi Industrial Chain Group Co., Ltd., a Republic of Seychelles company;

(ii) Yingxi HK;

(iii) Qianhai

Yingxi Textile & Garments Co., Ltd., a PRC company;

(iv) YX, (v) Dongguan Heng Sheng Wei Garments Co., Ltd, a PRC company

(“HSW”), (vi) Dongguan Yushang Clothing Co., Ltd, a PRC company (“YS”), (vii) Shenzhen Yingxi Peng Fa

Logistic Co., Ltd., a PRC company (“PF”);

(viii) XKJ, (ix) Dongguan Au Te Si Garments Co., Ltd., a PRC company

(“AOT”), and (x) Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”).

Subsidiaries” refer to, collectively, (i) Qianhai Yingxi Textile & Garments Co., Ltd.;

(ii) Shenzhen Qianhai Yingxi Industrial

Chain Services Co., Ltd (“YX”), (iii) Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), (iv) Dongguan Yushang

Clothing Co., Ltd (“YS”);

(v) Shantou Yi Bai Yi Garment Co., Ltd (“YBY”);

(vi) Shenzhen Yingxi Peng Fa Logistic

Co., Ltd., a PRC company (“PF”);

(vii) Shenzhen Xin Kuai Jie Transportation Co., Ltd, a PRC company (“XKJ”),

(viii) Shenzhen Yingxi Tongda Logistic Co., Ltd, a PRC company (“TD”), (ix) Zhuang Hao Jia (Dongguan) Decoration Engineering

Co.,Ltd, a PRC company (“ZHJ”), and (x) Dongguan Aotesi Garments Co., Ltd.,, a PRC company (“AOT”), (xi) Dongguan

Hongxiang Commercial Co., Ltd., a PRC company (“HX”).

(ii) YX, (iii) HSW, (iv) YS;

(vi) Shenzhen

Xin Kuai Jie Transportation Co., Ltd, a PRC company (“XKJ”), (vii) AOT,

and (viii) Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”).

refers to Qianhai Yingxi Textile & Garments Co., Ltd, a wholly foreign owned enterprise in China, which is indirectly wholly owned

by Addentax Group Corp.

garment manufacturing business consists of sales made principally to wholesaler located in the PRC.

garment manufacturing business consists of sales made principally to wholesalers located in the PRC.

We have our own manufacturing facilities,

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subsidiaries, namely Dongguan Heng Sheng Wei Garments Co., Ltd (“HSW”), Dongguan Yushang Clothing Co., Ltd (“YS”)

Shantou Yi Bai Yi Garment Co., Ltd (“YBY”), Zhuang Hao Jia (Dongguan) Decoration Engineering

Co.,Ltd (“ZHJ”), and Dongguan Aotesi Garments Co., Ltd., (“AOT”) , which are located in the Guangdong province,

and Dongguan Aotesi Garments Co., Ltd., (“AOT”), which are located in the Guangdong province, China.

logistics business consists of delivery and courier services covering 44 cities in 10 provinces and 2 municipalities in China.

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us to maximize our capacity and maintain flexibility while reducing capital expenditures and the costs of keeping drivers during slow

We conduct our logistic operations through three wholly owned subsidiaries, namely Shenzhen Xin Kuai Jie Transportation Co.,

Ltd (“XKJ”), Shenzhen Yingxi Peng Fa Logistic Co., Ltd (“PF”) and Shenzhen Yingxi Tongda Logistic Co., Ltd (“TD”),

which are located in the Guangdong province, China.

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

in the garment market.

We currently have an aggregate of 56,238 square meters floor space and provide approximately 1,300

shop space to clients.

In February 2023, the Company disposed of DY to an independent third party at fair value in February, 2023.

conduct our property management and subleasing operation through a wholly owned subsidiary acquired in September 2023, namely Dongguan

Hongxiang Commercial Co., Ltd., a PRC company (“HX”), which is located in the Guangdong province, China.

We conduct our logistics operations through two wholly owned subsidiaries, namely Shenzhen Xin Kuai Jie Transportation Co., Ltd

(“XKJ”) and Shenzhen Yingxi Peng Fa Logistic Co., Ltd (“PF”), which are located in the Guangdong province, China.

property management and subleasing business provides shop subleasing and property management services for garment wholesalers and

retailers in the garment market.

We currently have an aggregate of 56,238 square meters of floor space and provide approximately

1,300 shop spaces to clients.

We conduct our property management and subleasing operation through a wholly owned subsidiary acquired

in September 2023, namely Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”), which is located in the

Guangdong province, China.

believe we have the following competitive strengths:

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Our property management and subleasing business operates through Dongguan Hongxiang Commercial Co.,

(HX), located in Guangdong province, China, is a key area for the garment market.

By securing a prime location and developing a

well-maintained infrastructure, we provide attractive and convenient spaces for garment wholesalers and retailers, enhancing their operational

efficiency and appeal to customers.

(HX), located in Guangdong province, China, which is a key area for the garment market.

By securing a prime location and

developing a well-maintained infrastructure, we provide attractive and convenient spaces for garment wholesalers and retailers,

enhancing their operational efficiency and appeal to customers.

Comprehensive

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E-commerce business.

We integrated resources in shopping mall, intend to develop e-commerce bases and the internet celebrity economy

together to drive to increase the value of the stores in the area.

We integrated resources in shopping malls and we intend to develop e-commerce bases and the internet celebrity

economy together to increase the value of the stores in the area.

tenant experience through value-added services.

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garment manufacturing business

manufacture garments for various high-end fashion brands through our wholly-owned subsidiaries, HSW, YS, YBY, ZHJ, AOT, which are located

in Guangdong province, the PRC.

manufacture garments for various high-end fashion brands through our wholly-owned subsidiaries, HSW, YS, AOT, which are located in Guangdong

province, the PRC.

customer relationship team is responsible for cultivating and maintaining our relationship with customers.

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logistics business

pack products and provide logistics service to our customers through our wholly-owned subsidiaries, XKJ, PF and TD which are located

in Guangdong province, the PRC.

pack products and provide logistics service to our customers through our wholly-owned subsidiaries, XKJ and PF which are located in Guangdong

province, the PRC.

Our in-house logistics teams deliver to approximately 10 provinces and 2 municipalities in the PRC.

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order processing.

We also provide customs declaration and tax clearance service to our customers who export goods to overseas.

We also provide customs declaration and tax clearance services to our customers who export goods overseas.

have 114 logistics points and they are located in 10 provinces and 2 municipalities which cover 45 cities in the PRC.

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Specifically,

they have regular meetings with different departments, conduct inspection and supervise the finance department, operation department

they have regular meetings with different departments, conduct inspections and supervise the finance department, operation department

and administration department.

generally receive more delivery orders in our third and fourth quarters and are more vulnerable to shipping delays in the PRC during

Chinese New Year due to traffic and port congestion, border crossing delays and customs clearance issues.

the Chinese New Year due to traffic and port congestion, border crossing delays and customs clearance issues.

generally require payments from the customers between 30 to 90 days following their acknowledgement of receipt of goods.

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Our customers are as follows:

(i) in the garment manufacturing business are mainly garment wholesalers and

retailers, (ii)our customers in logistics business are mainly trading companies and logistic companies, and (iii) our customers in property

management and subleasing business are manufacturing companies and e-commerce companies.

There were two and one customers accounted for

more than 10% of our net sales for the years ended March 31, 2024 and 2023, respectively .

procured our garments through various textile companies in our garment manufacturing business.

For our logistics business, we procured

(i) our customers in the garment manufacturing business are mainly garment

wholesalers and retailers, (ii) our customers in the logistics business are mainly trading companies and logistic companies, and

(iii) our customers in the property management and subleasing business are manufacturing companies and e-commerce companies.

were two customers that accounted for more than 10% of our net sales for the years ended March 31, 2025 and 2024.

procure our garments through various textile companies in our garment manufacturing business.

For our logistics business, we procure

from packing companies and transportation companies.

For our property management and subleasing business, our suppliers are property

There was one supplier accounted for more than 10% of our total cost for the year ended March 31, 2024, and no single supplier

accounted for more than 10% of our total costs for the years ended March 31, 2023.

There was one supplier that accounted for more than 10% of our total cost for both years ended March 31, 2025 and

manufacturing business .

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We do not need to carry a significant amount of inventory due to the nature of the business.

Company, through its subsidiary Shenzhen Qianhai Industrial Chain Co.Ltd., herein referred to as “YX,” received the approval

Company, through its subsidiary YX, received the approval

of the trademarks below in relation to its business from PRC government.

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believe that we maintain a good working relationship with our employees, and to date we have not experienced any significant labor disputes.

Logistics System Development

March 20, 2024, we signed a memorandum of understanding (MOU) with Dezhong Xinghui Information Technology Co., Ltd.

to develop an AI

logistics system.

This system aims to optimize vehicle dispatching, monitor real-time inventory, enable intelligent sorting and delivery,

and operate seamlessly, significantly reducing labor costs and errors while enhancing efficiency and quality in logistics operations.

Production Collaboration

March 5, 2024, we entered into a collaboration agreement with Regina Miracle International (Holdings) Limited to produce high-quality,

functional, and fashionable activewear.

This partnership leverages our manufacturing capabilities and comprehensive industry chain services

with Regina’s advanced R&D technology in sportswear, aiming to elevate product quality, streamline delivery timelines, and

fortify market competitiveness in the sportswear industry.

Tourism-As-A-Service

February 6, 2024, we signed an MOU with Shenzhen Tamir Cultural Tourism Development Co., Ltd.

to launch a “Tourism-As-A-Service”

platform utilizing AI and blockchain tools.

This initiative aims to incubate local and overseas pan-entertainment and tourism services,

enhancing efficiency and effectiveness in full-chain tourism services.

Comprehensive

Supply Chain Services

December 22, 2023, we signed an MOU with Zhongjiu Yihe (Shenzhen) Brand Development Co., Ltd.

to establish comprehensive brand, product,

and marketing supply chain services in China.

This collaboration aims to enhance our market reach and commitment to innovative partnerships.

Content Creation Research and Development

October 18, 2023, we entered into an R&D agreement with Xi’an University of Electronic Science and Technology.

This partnership

aims to advance AI content creation for the pan-entertainment industry, focusing on developing AI technology for translation, content

extraction, and creation management systems.

This collaboration enhances our capabilities and diversifies its business lines within the

AI technology realm.

January 8, 2025, we entered into that certain securities purchase agreement (the “Agreement”) to purchase 3,750,000

shares of common stock, $0.001 par value per share (“Well Common Stock”), of Well Information Technology Corporation

(“Well InfoTech”), a company incorporated in the State of Nevada, for a total cash consideration of USD $750,000 (the

The Shares would constitute approximately 2.5% of the number of shares of Well Common Stock of Well InfoTech

immediately prior to the issuance of such Shares.

Chian Development

November 21, 2024, we signed a memorandum of understanding (the “MOU”) with Shenzhen Yingbin Brand Development Co., Ltd.

(“Yingbin Brand”), to establish the foundation for a nationwide strategic collaboration between the two companies which aims

to enhance company’s brand supply chain, product supply chain, and marketing supply chain services in China.

PRC government has corresponding industrial regulatory measures and policies for garment manufacturing business, logistics business and

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Limitation on Overseas Listing and Share Issuances

on the opinion of our PRC counsel, currently, each of our PRC Subsidiaries holds and maintains a business license issued by the local

market supervision and administration bureau, and has received all requisite permissions and approvals in order to conduct and operate

our business.

Based on our understanding of the PRC laws and regulations, our PRC businesses hold all the business licenses issued and

approved from the relevant local authorities and other administrative license required by its business, and do not require any other

permissions or approvals to operate their PRC business operations.

As of the date of this report, none of our PRC Subsidiaries has been

denied or punished by relevant governmental authorities due to its business qualifications.

In addition, we (Addentax Group Corp.) and

our non-PRC subsidiaries have also received all requisite permissions and approvals in order to conduct and operate our business.

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

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

Based on our understanding of

the PRC laws and regulations, our PRC businesses hold all the business licenses issued and approved from the relevant local authorities

and other administrative license required by its business, and do not require any other permissions or approvals to operate their PRC

business operations.

As of the date of this report, none of our PRC Subsidiaries has been denied or punished by relevant governmental

authorities due to its business qualifications.

In addition, we (Addentax Group Corp.) and our non-PRC subsidiaries have also received

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

order to promote domestic enterprises to carry out overseas capital market activities in accordance with law and compliance, the CSRC

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markets, it shall be filed in accordance with relevant regulations.

The Company entered into two private placement agreements with certain

individual investors for 330,000 common Shares each at a unit price of $0.98 per share and for a total of $646,800.

On April 29, 2024, the Company entered into two private placement agreements with certain

individual investors for 330,000 shares of Common Stock each at a unit price of $0.98 per share and for a total of $646,800.

After the transactions,

we shall be filed with the CSRC within three working days after the issuance of shares is completed.

According to the Legal Opinion provided

by the Allbright Law Offices, the Company has submitted the filing application to the China Securities Regulatory Commission .

As of July 4, 2024, the application is still pending.

Accordingly, the Company’s overseas issuances and subsequent additional issuances

comply with the relevant provisions of the overseas listing filing regulation.

As the overseas listing filing process has not yet been

completed, the outcome and subsequent requirements remain uncertain.

As a result, we cannot assure you that we will be able to complete

all requirement for our future issuance in a timely manner and fully comply with the relevant new rules, if any.

In addition, we

cannot guarantee that we will not be subject to greater regulatory scrutiny or subsequent interference by the Chinese government.

The Company has submitted the filing

application to the China Securities Regulatory Commission.

As of June 29, 2025, the application is still pending.

Accordingly, the Company’s

overseas issuances and subsequent additional issuances comply with the relevant provisions of the overseas listing filing regulation.

As the overseas listing filing process has not yet been completed, the outcome and subsequent requirements remain uncertain.

we cannot assure you that we will be able to complete all requirement for our future issuance in a timely manner and fully comply with

the relevant new rules, if any.

In addition, we cannot guarantee that we will not be subject to greater regulatory scrutiny or subsequent

interference by the Chinese government.

of Cash to and from our Subsidiaries

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As of the date hereof, none of our PRC Subsidiaries has distributed any dividends to Yingxi HK.

to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax

Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident

enterprise owns no less than 25% of a PRC project.

However, the 5% withholding tax rate does not automatically apply and certain requirements

must be satisfied, including without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends;

and (b) the Hong Kong project must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months

preceding its receipt of the dividends.

In current practice, a Hong Kong project must obtain a tax resident certificate from the Hong

Kong tax authority to apply for the 5% lower PRC withholding tax rate.

As the Hong Kong tax authority will issue such a tax resident

certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant

Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends

to be paid by our WFOE to its immediate holding company, Yingxi HK.

As of the date of this annual report, we have not applied for the

tax resident certificate from the relevant Hong Kong tax authority.

Yingxi HK intends to apply for the tax resident certificate when

WFOE plans to declare and pay dividends to Yingxi HK.

to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and

Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong

resident enterprise owns no less than 25% of a PRC enterprise.

However, the 5% withholding tax rate does not automatically apply and

certain requirements must be satisfied, including without limitation that (a) the Hong Kong enterprise must be the beneficial owner

of the relevant dividends;

and (b) the Hong Kong enterprise must directly hold no less than 25% share ownership in the PRC enterprise

during the 12 consecutive months preceding its receipt of the dividends.

In current practice, a Hong Kong enterprise must obtain a tax

resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate.

As the Hong Kong tax

authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain

the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under

the Double Taxation Arrangement with respect to dividends to be paid by our WFOE to its immediate holding company, Yingxi HK.

the date of this Form 10-K, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority.

Yingxi HK intends to apply for the tax resident certificate when WFOE plans to declare and pay dividends to Yingxi HK.

of the date hereof, we have had no transactions that involved the transfer of cash or assets throughout our corporate structure.

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Foreign Company Accountable Act

in our securities may be prohibited under the Holding Foreign Companies Accountable Act, or the HFCAA, if the Public Company Accounting

Oversight Board (United States) (the “PCAOB”) determines that it cannot inspect or investigate completely our auditor.

in our securities may be prohibited under the Holding Foreign Companies Accountable Act, or the HFCAA, if the PCAOB determines that it cannot inspect or investigate completely our auditor.

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

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

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

Report, is subject to PCAOB inspections.

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

on PCAOB inspections.

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

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

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

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

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

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

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

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

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

are subject to PCAOB inspections.

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

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

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

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

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 Form 10-K, 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.

August 26, 2022, the PCAOB announced that it had signed the “Protocol” with the CSRC and the MOF, which governs inspections

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years instead of three and such act was signed into law on December 29, 2022.

It is possible when the PCAOB may reassess its determinations

It is possible that the PCAOB may reassess its determinations

in the future, and it could determine that it is still unable to inspect or investigate completely registered public accounting firms

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trading or delisted.

The delisting or the cessation of trading of our Ordinary Shares, or the threat of their being delisted or prohibited

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.

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

What changed 10-K

Item 1. Business