What changed in this filing

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Item 1. Business

2023-11-13 compared with 2022-11-02 · 430 added, 907 removed, 118 unchanged (92% of the section changed)

We are a business consulting company providing

financial consulting services to small and medium-sized enterprises (“SMEs”) and prior to August 1, 2022, we manage a private

are a British Virgin Islands business company.

We are a business consulting company providing financial consulting services

to small and medium-sized enterprises (“SMEs”) and prior to August 1, 2022, our Affiliated Entity ATIF USA, managed a private

equity fund with approximately $1.3 million assets under management (“AUM”).

Since our inception in 2015, the main focus

of our consulting business has been providing comprehensive going public consulting services designed to help SMEs become public companies

on suitable markets and exchanges.

Our goal is to become an international financial consulting company with clients and offices throughout

Asia and North America.

On January 4, 2021, we established an office in California, USA, through our wholly owned subsidiary ATIF Inc.,

a California corporation, which was incorporated on October 26, 2020, and launched, in addition to our business consulting services,

additional service models consisting of asset management, investment holding and media services to expand our business with a flexible

business concept to achieve a goal of high growth revenue and strong profit growth.

We have to date primarily focused on helping

clients going public on the OTC markets and exchanges in the U.S., but we are in the process of expanding our service to listing clients

on domestic exchanges in China as well as the Hong Kong Stock Exchange.

Since our inception in 2015, the main focus of

our consulting business has been providing comprehensive going public consulting services designed to help SMEs become public companies

on suitable stock markets and exchanges.

Our goal is to become an international financial consulting company with clients and offices

throughout North America and Asia.

In order to expand our business with a flexible business concept and reach our goal of high growth

revenue and strong profit growth, on January 4, 2021, we opened an office in California, USA, through our wholly owned subsidiary ATIF

Our c lients located within United States are serviced by ATIF USA.

ATIF BVI relies on a professional

service team, who is rich in business consulting experiences, extensive social relations, and international integrated services, to make

the IPO process as easy as possible for its clients.

We operate with competitive fee schedules and in the cases of clients with attractive

financial performance and/or great growth potential, we would offer the option of paying no fees upfront.

mitigate the potential risks arising from the PRC government provision of new guidance to and restrictions on China-based companies raising

capital offshore, we decided to divest our PRC subsidiaries.

As of May 31, 2022, we completed the transfer of our equity interest in ATIF

Limited, a Hong Kong corporation (“ATIF HK”) and Huaya Consulting (Shenzhen) Co., Ltd., corporation formed under the laws

of the PRC (“Huaya”) to Mr.

Pishan Chi, our former director and CEO, for no consideration.

have primarily focused on helping clients going public on the national stock exchanges and OTC Markets in the U.S.

As of the date of

this annual report, we have provided financial consulting services to SMEs in the United States, Mexico, China and Hong Kong.

The following

table illustrates the breakdown of our total revenue, organized by customers’ locations for the years

ended July 31, 2023 and 2022.

Percentage of Total

Mainland China

Total revenue, net

Recent Developments

On February 3, 2021, we terminated our VIE agreements

with Qianhai and upon termination, Qianhai transferred all of its business and employees to Huaya.

In addition, on January 29, 2021, we

sold our 51.2% equity interest in LGC.

As a result of termination of relationship with shareholders of Qianhai and sale of all our equity

interests in LGC, since February 3, 2021, we have no VIE structure in connection with our operations.

On February 16, 2021, we established ATIF-1, LP (“ATIF LP”)

as a private equity fund through our indirectly-wholly owned subsidiary, ATIF-1 GP, LLC (“ATIF GP”), a Delaware limited liability

company, as the general partner.

As of July 31, 2022, we own a 76.6% interest in ATIF LP as a limited partner.

As of July 31, 2022, ATIF

LP manages, approximately $1.3 million assets under management (“AUM”).

The investment strategy of the fund involves directional

long and short investments in equity securities, primarily issued by U.S.

large capitalization companies, and American Depositary Receipts

(“ADRs”) related to Chinese companies of various sizes, including private companies.

The investment manager for the fund is

Due to significant volatility in stock market, the private equity fund lost $1.5 million in fiscal year 2022 as compared to

gain $0.2 million in fiscal year 2021.

On August 1, 2022, ATIF USA entered into and closed a Sale and Purchase Agreement with Asia Time

(HK) International Finance Service Limited (the “Buyer”) pursuant to which ATIF US sold all of its membership interests in

ATIF GP (the “Agreement”) to the Buyer for cash consideration of US$50,000.

Upon the closing of the Agreement on August 1,

2022, ATIF GP is no longer our subsidiary and ATIF USA ceased to be the investment manager of ATIF LP.

On August 23, 2021, we completed a five (5) for

one (1) reverse stock split (the “Reverse Split”) of our issued and outstanding ordinary shares, par value $0.001 per share.

On December 22, 2021, we established ATIF BD

LLC, a California limited liability company (“ATIF BD”) and our wholly-owned subsidiary, engaged in consultancy and information

technology support services.

On April 25, 2022, we established ATIF Investment

Limited, a British Virgin Islands company (“ATIF Investment”) and our wholly-owned subsidiary, engaged in consultancy and information

technology support services.

On May 31, 2022, we completed the transfer of

our equity interest in ATIF HK and Huaya to Mr.

Pishan Chi, our former director and CEO, for $nil consideration.

The transfer of equity

interest was to mitigate the potential risks arising from the PRC government provision of new guidance to and restrictions on China-based

companies raising capital offshore.

We determined that the transfer of our equity interest in ATIF HK and Huaya did not have a major effect

on its operations and financial results as we did not change our way of running business.

We also determined that the transfer of equity

interest does not represent a strategic shift in our business because there was no change to our operation of our consulting services.

There was no change to the nature of our business, and did not affect our customers in North America, which is the major geographic market

area of our business.

On October 3, 2022, we established ATIF Southern US, LLC (“ATIF

Southern”), a California LLC, of which we own 60% of its membership interest, and is engaged in equity investment business in Texas.

On October 6, 2022, we established ATIF Business

Consulting LLC, a California LLC (“ATIF Consulting”) and our wholly-owned subsidiary, engaged in IPO consulting services

in North America.

On October 7, 2022, we established ATIF Business

Management LLC, a California LLC (“ATIF Management”) and our wholly-owned subsidiary, engaged in comprehensive services such

as IR, legal services and secretarial services in North America in future.

January 4, 2021, we announced the relocation of our operating headquarter to California, USA, through our wholly owned subsidiary ATIF

As part of this relocation, we transitioned our services from the variable interest entity (“VIE”), Qianhai Asia Times

(Shenzhen) International Financial Services Co., Ltd.

(“Qianhai”), to ATIF USA and Huaya by terminating the VIE agreements

between the Company and Qianhai on February 3, 2021.

We did this to simplify the management chain and improve management control, with

the goal of lowering costs.

We believe that this streamlined management model and strategic partnership strategy is in line with the current

fast-changing and competitive business environment and will provide us with strong growth capability.

The termination of the VIE agreement

with Qianhai did not adversely affect Huaya, our business, financial condition, and results of operations.

January 14, 2021, the Company entered into the sales and purchase agreement (the “Sales and Purchase Agreement”) with the

majority shareholders of Leaping Group Co., Ltd.

(“LGC”) consisting

of Jiang Bo, Jiang Tao and Wang Di (collectively the “LGC Buyers”) to sell our 51.2% equity interest in LGC.

Pursuant to the

Sales and Purchase Agreement, the Company sold 10,217,230 ordinary shares of LGC in exchange for (i) 5,555,548 ordinary shares of the

Company owned by the LGC Buyers, and (ii) a cash payment of US$2,300,000 payable by January 14, 2023 at an interest rate of 10% per annum.

As of the date of this annual report, the 5,555,548 ordinary shares owned by the LGC Buyers have been returned to the Company and the

$2.3 million cash payment has not yet been received from the LGC Buyers.

For the years ended July 31, 2021 and 2020, we reported net loss

of $6.6 million and $11.0 million from discontinued operations of LGC as a separate component in the consolidated statements of operations.

In addition, for the year ended July 31, 2023, the Company provided full provision against the principal and interest aggregating approximately

$2.7 million due from the shareholders of LGC.

a result of termination of the VIE agreements and sale of all our equity interests in LGC, we currently do not have a VIE structure.

February 16, 2021, we established ATIF-1, LP (“ATIF LP”) as a private equity fund, with ATIF USA as the investment manager

and ATIF-1 GP, LLC (“ATIF GP”), a Delaware limited liability company, as the general partner of ATIF LP.

As of July 31, 2022,

we owned a 76.6% interest in ATIF LP as a limited partner.

As of July 31, 2022, ATIF LP had approximately $1.3 million assets under management

ATIF GP’s investment strategy involves directional long and short investments in equity securities, primarily

issued by large cap U.S.

companies, and American Depositary Receipts (“ADRs”) related to Chinese companies of various sizes,

including private companies.

Due to significant volatility in stock market, the private equity fund lost $1.5 million in fiscal year 2022

as compared to gain $0.2 million in fiscal year 2021.

On August 1, 2022, ATIF USA entered into and closed a sales and purchase agreement

(the “ATIF GP Agreement”) with Asia Time (HK) International Finance Service Limited (the “Buyer”) pursuant to

which ATIF USA sold all of its membership interests in ATIF GP to the Buyer for cash consideration of US$50,000.

closing of the Agreement on August 1, 2022, ATIF GP is no longer our subsidiary and ATIF USA ceased to be the investment manager of ATIF

For the year ended July 31, 2023, the Company recorded a gain of $56,038 from the transfer of equity interest.

August 23, 2021, we completed a one (1) for five (5) reverse stock split of our issued and outstanding ordinary shares.

December 22, 2021, we established ATIF BD which is engaged in consultancy and information technology support services.

April 25, 2022, we established ATIF Investment which is engaged in consultancy and information technology support services.

May 31, 2022, we completed the transfer of our equity interest in ATIF HK and Huaya to Mr.

Pishan Chi, our former director and CEO, for

no consideration.

The transfer of equity interest was to mitigate the potential risks arising from the PRC government provision of new

guidance to and restrictions on China-based companies raising capital offshore.

October 6, 2022, we established ATIF Business Consulting which is engaged in IPO consulting services in North America.

October 7, 2022, we established ATIF Business Management which plans to provide comprehensive services, such as investors’ relationships

and secretarial services in North America in future.

Corporate Structure

following diagram illustrates our current corporate structure :

Competitive Strengths

We believe that the following strengths enable

us to capture opportunities in the financial service industry in China and differentiate us from our competitors:

Experienced and Highly Qualified Team

We have a highly qualified professional service

team with extensive experience in going public consulting services.

Our professional team members have an average of five years of experience

in their respective fields of international finance and capital market, cross-border and domestic listing services, and marketing.

majority of the members of our team previously worked in the technology or finance industries.

We highly value members of our qualified

professional team and are on the constant lookout for new talents to join our team.

Recognition and Reputation Achieved from Our

Previous Success

Since our inception in 2015, we have successfully

helped eight clients to be quoted on the U.S.

OTC markets and one client listed on the U.S Nasdaq market, respectively.

Our proven track

records and professionalism have won us recognition and reputation within the consulting service industry in China.

We believe we are

one of the few going public consulting service providers that possess the necessary resources and expertise to provide comprehensive

personalized one-stop going public consulting services to clients.

Long-Term Cooperation Relationship with Third-Party

Professional Providers

We have established long-term professional relationships

with a group of well-known third-party professional providers both domestically and in the U.S., such as investment banks, certified

public accounting firms, law firms, and investor relations agencies, whose services and support are necessary for us to provide high-quality

one-stop going public consulting service to our clients.

It took us years of hard work to demonstrate to these professional organizations

that we are a worthy partner capable of providing high-quality professional services that conforms to their high standards.

our clients are able to gain direct access to and obtain high-quality professional services from our third-party professional providers.

Long-Term Cooperation Relationships with Local

Chamber of Commerce and Associations

We believe our recent success was at least partially

attributable to our long-term cooperation relationships with local chambers of commerce and associations.

There are no contractual relationships

between us and these organizations.

We were able to gain access to many prospective clients through events organized by these organizations.

Our cooperation relationships with these local organizations help us to:

(1) understand the evolving needs of our potential clients;

(2) recognize the trends of the local business community we strive to serve;

and (3) provide timely feedbacks to our potential

clients and maintain open communication channels with local business communities.

DESCRIPTION OF OUR BUSINESS

We are a British Virgin Islands

business company.

We are a business consulting company providing financial consulting services to small and medium-sized enterprises

Since our inception in 2015, the focus of our consulting business has been providing comprehensive going public

consulting services designed to help SMEs become public companies on suitable markets and exchanges.

Our goal is to become an international

financial consulting company with clients and offices throughout Asia and North America.

On January 4, 2021, we established an office

in California, USA, through our wholly owned subsidiary ATIF Inc., a California corporation, which was incorporated on October 26, 2020,

and launched, in addition to our business consulting services, additional service models consisting of asset management, investment holding

and media services to expand our business with a flexible business concept to achieve a goal of high growth revenue and strong profit

Clients located within United States will be serviced by ATIF Inc., while clients outside United States will be supported by

ATIF Inc.’s business strategic cooperative partner Huaya.

Since our inception, our

revenue has been mainly generated from our going public consulting services.

In April 2020, we acquired a 51.2% equity interest in Leaping

Group Co., Ltd.

(“LGC”) and our revenue was mainly comprised of going public consulting services and event execution and

planning services for the year ended July 31, 2020.

On January 29, 2021, we completed a disposition of 51.2% of the equity interest of

LGC with three individuals.

For the years ended July 31, 2021 and 2020, we reported net loss of $6.6 million and $11.0 million from discontinued

operations of LGC as a separate component in the consolidated statements of operations.

in August 2018, to complement and facilitate the growth of our going public consulting service, we launched AT Consulting Center to

offer financial consulting programs in Shenzhen, and in September 2018, we acquired CNNM, or www.chinacnnm.com, a news and media

website focused on distributing financial news and information.

In July 2019, we launched an investment and financing analysis

reporting business.

We have not generated any revenue from this financial and news platform since its acquisition, and based on our

current financial condition and operating performance, our management has assessed that the likelihood of future use of the

financial and news platform is remote, and we provided full impairment on the financial and news platform

in the year ended July 31, 2020.

In China, a fast-growing

economy and a positive market environment have created many entrepreneurial and high-growth enterprises, many of which need assistance

in obtaining development funds through financing.

Due to restrictions imposed by China’s foreign exchange regulations, it is difficult

for foreign capital to enter China’s capital market.

Because of the strict listing policies and a relatively closed financial environment

in mainland China, most small to medium sized enterprises in the development stage are unable to list on domestic exchanges in China.

Therefore, many Chinese enterprises strive to enter international capital markets through overseas listing for equity financing.

in China, there is a general lack of understanding of the international capital markets, as well as a lack of professional institutions

that provide overseas going public consulting services to these companies, and many of them may not be familiar with overseas listing

requirements.

We launched our consulting services in 2015.

Our aim was to assist these Chinese enterprises by filling the gaps and forming a bridge between PRC companies and overseas markets

and exchanges.

We have a team of qualified and experienced personnel with legal, regulatory, and language expertise in several

overseas jurisdictions.

us to stand out in the financial service industry and differentiate us from our competitors:

Experienced and Highly

Qualified Team

have a highly qualified professional service team with extensive experience in going public consulting services.

Our professional team

members have an average of five years of experience in their respective fields of international finance, capital market, cross-border

and domestic listing services, and marketing.

The majority of the members of our team previously worked in the technology or finance industries.

We highly value members of our qualified professional team and are on the constant lookout for new talents to join our team.

Recognition and Reputation

Achieved from Our Previous Success

our inception in 2015, we have successfully helped eight clients to be quoted on the U.S.

OTC markets and one client listed on the U.S

Nasdaq market, respectively.

We believe we are one of the few going public consulting service providers that possess the necessary resources

and expertise to provide comprehensive personalized one-stop going public consulting services to clients.

Long-Term Cooperation

Relationship with Third-Party Professional Providers

have established long-term professional relationships with a group of well-known third-party professional providers both domestically

and in the U.S., such as investment banks, certified public accounting firms, law firms, and investor relations agencies, whose services

and support are necessary for us to provide high-quality one-stop going public consulting service to our clients.

It took us years of

hard work to demonstrate to these professional organizations that we are a worthy partner capable of providing high-quality professional

services that conforms to their high standards.

As a result, our clients are able to gain direct access to and obtain high-quality professional

services from our third-party professional providers.

Cash Distribution

our current corporate structure, to fund any liquidity requirements an entity in our corporate group may have, an Affiliated Entity may

rely on dividend payments from ATIF BVI and ATIF BVI may receive distributions or cash transfers from an Affiliated Entity.

date of this annual report, there are no currency exchange restrictions or limitations imposed on the transfer of capital within our corporate

structure, except that the transfers are subject to money laundering and anti-corruption rules and regulations.

However, there is no guarantee

that the applicable government will not promulgate new laws or regulations that may impose such restrictions on currency exchanges in

As of the date of this annual report, no transfer of non-cash assets has occurred between ATIF BVI and any of its subsidiaries.

The following table illustrates the breakdown of our cash transfer within our organization as of July 31, 2023:

ATIF INVESTMENT LTD

ATIF Business Consulting LLC

following table illustrates the breakdown of our cash transfer within our organization as of the day of the year ended July

the completion of the transfer of equity interest in ATIF HK and termination of VIE structure, the Company doesn’t have any interest

or obligation in relation to the outstanding loan between ATIF HK, VIE and Huaya.

As of the date of this annual

report, neither ATIF BVI nor its subsidiaries has a cash management policy.

None of ATIF BVI’s subsidiaries has ever paid dividends,

made distributions, transferred cash or other assets by kind to ATIF BVI or its shareholders directly or indirectly.

However, there is

no assurance that the Chinese government will not, in the future, intervene or impose restrictions or limitations on the Company’s

ability to generate income out of mainland China and Hong Kong.

Also ATIF BVI has not made any distributions or paid dividends to its

shareholders, including U.S.

investors, as of the date of this annual report.

As of the date of this annual

report, none of the Affiliate Entities has made any dividends or distributions to ATIF BVI, nor has ATIF BVI made any dividends or distributions

to its shareholders.

We intend to keep any future earnings to re-invest in and finance the expansion of our business on global platform.

If ATIF BVI determines to pay dividends on any of its Ordinary Shares in the future, as a holding company, it may derive funds for such

distribution from its own cash position or contributions from its subsidiaries.

We are a British Virgin Islands business company.

We are a business consulting company providing financial consulting services to small and medium-sized enterprises (“SMEs”).

Since our inception in 2015, the focus of our consulting business has been providing comprehensive going public consulting services designed

to help SMEs become public companies on suitable markets and exchanges.

Our goal is to become an international financial consulting company

with clients and offices throughout Asia and North America.

On January 4, 2021, we established an office in California, USA, through our

wholly owned subsidiary ATIF Inc., a California corporation, which was incorporated on October 26, 2020, and launched, in addition to

our business consulting services, additional service models consisting of asset management, investment holding and media services to expand

our business with a flexible business concept to achieve a goal of high growth revenue and strong profit growth.

Clients located within

United States will be serviced by ATIF Inc., while clients outside United States will be supported by ATIF Inc.’s business strategic

cooperative partner Huaya.

our inception, our revenue has been mainly generated from our going public consulting services.

In April 2020, we acquired a 51.2% equity

interest in Leaping Group Co., Ltd.

(“LGC”) and our revenue was mainly comprised of going public consulting services and event

execution and planning services for the year ended July 31, 2020.

On January 29, 2021, we completed a disposition of 51.2% of the equity

interest of LGC with three individuals.

For the years ended July 31, 2021 and 2020, we reported net loss of $6.6 million and $11.0 million

from discontinued operations of LGC as a separate component in the consolidated statements of operations.

Beginning in August 2018, to complement and facilitate

the growth of our going public consulting service, we launched AT Consulting Center to offer financial consulting programs in Shenzhen,

and in September 2018, we acquired CNNM, or www.chinacnnm.com, a news and media website focused on distributing financial news and information.

In July 2019, we launched an investment and financing analysis reporting business.

We have not generated any revenue from this financial

and news platform since its acquisition, and based on our current financial condition and operating performance, our management has assessed

that the likelihood of future use of the financial and news platform is remote, and we provided full impairment on the financial and news

platform in the year ended July 31, 2020.

In China, a fast-growing economy and a positive

market environment have created many entrepreneurial and high-growth enterprises, many of which need assistance in obtaining development

funds through financing.

Due to restrictions imposed by China’s foreign exchange regulations, it is difficult for foreign capital

to enter China’s capital market.

Because of the strict listing policies and a relatively closed financial environment in mainland

China, most small to medium sized enterprises in the development stage are unable to list on domestic exchanges in China.

Therefore, many

Chinese enterprises strive to enter international capital markets through overseas listing for equity financing.

However, in China, there

is a general lack of understanding of the international capital markets, as well as a lack of professional institutions that provide overseas

going public consulting services to these companies, and many of them may not be familiar with overseas listing requirements.

launched our consulting services in 2015.

Our aim was to assist these Chinese enterprises by filling the gaps and forming a bridge between

PRC companies and overseas markets and exchanges.

We have a team of qualified and experienced personnel with legal, regulatory, and language

expertise in several overseas jurisdictions.

Our services are designed to help SMEs in China achieve their goal of becoming public companies.

going public strategy for each client based on many factors, including our assessment of the client’s financial and

We create a going public strategy for each client based on many factors, including our assessment of the client’s financial and

operational situations, market conditions, and the client’s business and financing requirements.

Since our inception and up to

July 31, 2022, we have successfully helped eight Chinese enterprises to be quoted on the U.S.

OTC markets and are currently

assisting our other clients in their respective going public efforts.

All of our current and past clients have been Chinese

companies, and we plan to expand our operations to other Asian countries, such as Malaysia, Vietnam, and Singapore, by as

opportunities arises.

On January 4, 2021, we announced the relocation of our operating headquarter

to California, USA, through our wholly owned subsidiary ATIF Inc., a California corporation incorporated on October 26, 2020, and launched,

in addition to our business consulting services, additional service models consisting of asset management, investment holding and media

services to expand our business with a flexible business concept to achieve a goal of high growth revenue and strong profit growth.

part of this relocation and to streamline the management chain and to improve management control with a goal of lower costs, we transition

the services from our variable interest entity (“VIE”), Qianhai Asia Times (Shenzhen) International Financial Services Co.,

Since our inception and up to July

31, 2023, we have successfully helped nine Chinese enterprises to be quoted on the U.S.

OTC markets along with one client getting listed

on Nasdaq Stock Market and are currently assisting our other clients in their respective going public efforts.

of our current and past clients have been Chinese companies, and we plan to expand our operations to other Asian countries, such as Malaysia,

Vietnam, and Singapore, by as opportunities arises.

On January 4, 2021, we announced the relocation

of our operating headquarter to California, USA, through our wholly owned subsidiary ATIF Inc., a California corporation incorporated

on October 26, 2020, and launched, in addition to our business consulting services, additional service models consisting of asset management,

investment holding and media services to expand our business with a flexible business concept to achieve a goal of high growth revenue

and strong profit growth.

As part of this relocation and to streamline the management chain and to improve management control with a goal

of lower costs, we transition the services from our variable interest entity (“VIE”), Qianhai Asia Times (Shenzhen) International

Financial Services Co., Ltd.

(“Qianhai”), to ATIF Inc.

and Huaya, and terminated the VIE agreements with Qianhai on January

Before the termination,

operating revenue generated through Qianhai VIE amounted to $645,127, and net income (loss) amounted to $(1,562,037) for the years ended

July 31, 2020.

The termination of the Qianhai VIE agreements did not cause a material impairment of our long-lived assets (primarily including

fixed assets such as office furniture and equipment and automobile) because such assets only amounted to $184,740 and $68,375 as of July

31, 2020 and 2019, respectively.

All of the fixed assets were transferred to Huaya upon termination of the VIE agreement.

we had discussions with other business organizations to collaborate with a goal of leveraging their resources to assist us to grow our

business centers in other jurisdictions.

We believe that this streamlined management model and strategic partnership strategy is in line

with the current fast-changing and competitive business environment and will provide us with strong growth capability.

The termination

of the VIE agreement with Qianhai did not adversely affect Huaya, our business, financial condition, and results of operations.

Before the termination, operating revenue generated through Qianhai VIE amounted to $645,127, and net income (loss) amounted

to $(1,562,037) for the years ended July 31, 2020.

The termination of the Qianhai VIE agreements did not cause a material impairment of

our long-lived assets (primarily including fixed assets such as office furniture and equipment and automobile) because such assets only

amounted to $184,740 and $68,375 as of July 31, 2020 and 2019, respectively.

All of the fixed assets were transferred to Huaya upon termination

of the VIE agreement.

In addition, we had discussions with other business organizations to collaborate with a goal of leveraging their

resources to assist us to grow our business centers in other jurisdictions.

We believe that this streamlined management model and strategic

partnership strategy is in line with the current fast-changing and competitive business environment and will provide us with strong growth

The termination of the VIE agreement with Qianhai did not adversely affect Huaya, our business, financial condition, and results

of operations.

On January 14, 2021, the Company entered into

7 unchanged sentences

As of the date of this

prospectus, the 5,555,548 shares of ordinary shares owned by the LGC Buyers have been returned to the Company and the $2.3 million cash

payment has not yet been received from the LGC Buyers.

The Company recognized an estimated loss of approximately $6.1 million from this

transaction, which were reflected in the pro forma financial information as included in the Company’s form 6-K as filed with SEC

on February 4, 2021.

After completion of the transaction, the Company shall no longer hold any shares of LGC and LGC shall no longer

be subsidiary of ATIF.

The Sales and Purchase Agreement closed on January 29, 2021.

annual report, the 5,555,548 shares of ordinary shares owned by the LGC Buyers have been returned to the Company and the $2.3 million

cash payment has not yet been received from the LGC Buyers.

For the years ended July 31, 2021 and 2020, we reported net loss of $6.6 million

and $11.0 million from discontinued operations of LGC as a separate component in the consolidated statements of operations.

After completion

of the transaction, the Company shall no longer hold any shares of LGC and LGC shall no longer be subsidiary of ATIF.

The Sales and Purchase

Agreement closed on January 29, 2021.

We entered into the Sale Purchase Agreement because

6 unchanged sentences

management also had different views of LGC’s future business direction.

On February 16, 2021, we established ATIF-1, LP

(“ATIF LP”) as a private equity fund through our indirectly-wholly owned subsidiary, ATIF-1 GP, LLC (“ATIF GP”),

a Delaware limited liability company, as the general partner.

As of July 31, 2022, we own a 76.6% limited partner interest in ATIF LP.

February 16, 2021, we established ATIF-1, LP (“ATIF LP”) as a private equity fund through our indirectly-wholly owned subsidiary,

ATIF-1 GP, LLC (“ATIF GP”), a Delaware limited liability company, as the general partner.

As of July 31, 2022, we own a 76.6%

limited partner interest in ATIF LP.

ATIF LP manages, as of July 31, 2022, approximately $1.3 million assets under management (“AUM”).

The investment strategy

of the fund involves directional long and short investments in equity securities, primarily issued by U.S.

large capitalization companies,

and American Depositary Receipts (“ADRs”) related to Chinese companies of various sizes, including private companies.

investment manager for the fund is ATIF Inc.

Due to significant volatility in stock market, the private equity fund lost $1.5 million

in fiscal year 2022 as compared to gain $0.2 million in fiscal year 2021.

On August 1, 2022, ATIF USA entered into and closed a Sale and Purchase Agreement with Asia Time (HK) International

Finance Service Limited (the “Buyer”), pursuant to which ATIF USA sold all of its membership interests in ATIF GP (the “Agreement”)

to the Buyer for cash consideration of US$50,000.

Upon the closing of the Agreement, ATIF GP is no longer our subsidiary and ATIF USA

ceased to be the investment manager of ATIF LP.

The investment strategy of the fund involves directional long and short investments in equity securities, primarily issued by U.S.

capitalization companies, and American Depositary Receipts (“ADRs”) related to Chinese companies of various sizes, including

private companies.

The investment manager for the fund is ATIF Inc.

Due to significant volatility in stock market, the private equity

fund lost $1.5 million in fiscal year 2022 as compared to gain $0.2 million in fiscal year 2021.

On August 1, 2022, ATIF USA entered into

and closed a Sale and Purchase Agreement with Asia Time (HK) International Finance Service Limited (the “Buyer”), pursuant

to which ATIF USA sold all of its membership interests in ATIF GP (the “Agreement”) to the Buyer for cash consideration of

Upon the closing of the Agreement, ATIF GP is no

longer our subsidiary and ATIF USA ceased to be the investment manager of ATIF LP.

For the year ended July 31, 2023, the Company recorded

a gain of $56,038 from the transfer of equity interest.

On May 31, 2022, we completed the transfer of

17 unchanged sentences

We believe the success of our consulting business

requires building mutually beneficial long-term relationships with relevant and influential entities, and we have developed our main

marketing channels based on these relationships.

requires building mutually beneficial long-term relationships with relevant and influential entities, and we have developed our main marketing

channels based on these relationships.

Since our inception, we have cultivated and maintained

21 unchanged sentences

We are constantly seeking new and effective marketing

channels in order to grow into an international consulting company with clients and branches throughout Asia.

To complement and facilitate

our growth perspectives, in 2018, we launched AT Consulting Center, we believe, it has the great potential in becoming instrumental in

our marketing efforts for continued growth of our consulting business.

channels in order to grow into an international consulting company with clients and branches throughout Asia and North America.

To complement

and facilitate our growth perspectives, in 2018, we launched AT Consulting Center, we believe, it has the great potential in becoming

instrumental in our marketing efforts for continued growth of our consulting business.

In addition to our marketing efforts described

above, we also market our consulting services, through:

Social media, principally

WeChat and Weibo;

Newsletters to our prospective

Business relationships

with well-known corporations and web platforms with large online traffics that can direct traffic to our website through links on

their websites.

We face competition from a number of consulting companies

providing going public consulting services such as Greenpro Capital Corp., Forward Capital, and Dragon Victory, who recently entered going

public consulting services in 2018.

We believe that our relatively mature operating history of nearly three years differentiates our company

from other competitors.

Our comprehensive one-stop consulting services, through which we are directly involved in each of the three pre-defined

phases of our clients’ going public process, are unlike the services provided by many of our competitors, who often act as mere

initial order takers, and then outsource a majority of services to third-party providers.

Social media, principally WeChat and Weibo;

Newsletters to our prospective clients;

Business relationships with well-known corporations and web platforms with large online traffics that can direct traffic to our website through links on their websites.

We face competition from a number of consulting

companies providing going public consulting services such as Greenpro Capital Corp., Forward Capital, and Dragon Victory, who recently

entered going public consulting services in 2018.

We believe that our relatively mature operating history of nearly three years differentiates

our company from other competitors.

Our comprehensive one-stop consulting services, through which we are directly involved in each of

the three pre-defined phases of our clients’ going public process, are unlike the services provided by many of our competitors,

who often act as mere initial order takers, and then outsource a majority of services to third-party providers.

Currently, many of the going public consulting

8 unchanged sentences

Major Customers

The majority of our clients are small to medium-sized

enterprises seeking growth and expansion through going public on recognized exchanges, and $1.6 million and $0.9 million was generated

from our consulting services for the fiscal years ended July 31, 2022 and 2021, respectively.

Since our inception in 2015 through July

31, 2022, most of our former and current clients were based in mainland China.

The number of our new consulting service clients was five

and three for the fiscal years ended July 31, 2022 and 2021, respectively.

Due to the nature of our consulting business, which requires

us to dedicate a large amount of resources to each of our clients, we were able to generate a relatively large revenue from a small number

As a result, we had three and three clients that accounted for more than 10% of our total revenues, for the fiscal years

ended July 31, 2022 and 2021, respectively.

As we continue to expand and grow the number of clients, we expect the risks arising from

customer concentration will be mitigated accordingly.

As of July 31, 2022, we had 11 full-time

employees, including 1 in China and 10 in America.

None of our employees are subject to collective bargaining agreements governing their

employment with us.

majority of our clients are small to medium-sized enterprises seeking growth and expansion through going public on recognized exchanges,

and $2.5 million and $1.6 million was generated from our consulting services for the fiscal years ended July 31, 2023 and 2022, respectively.

For the year ended July 31, 2023, our clients were based in North

America and Hong Kong.

The number of our new consulting service clients was four and five for the fiscal years ended July 31, 2023 and

2022, respectively.

Due to the nature of our consulting business, which requires us to dedicate a large amount of resources to each of

our clients, we were able to generate a relatively large revenue from a small number of clients.

As a result, we had four and three clients

that accounted for more than 10% of our total revenues, for the fiscal years ended July 31, 2023 and 2022, respectively.

As we continue

to expand and grow the number of clients, we expect the risks arising from customer concentration will be mitigated accordingly.

of July 31, 2023, we had 13 full-time employees, including

1 in China and 12 in America.

None of our employees are subject to collective bargaining agreements governing their employment with us.

We believe our employee relations are good.

Intellectual Property

We have received the approval for the following

26 unchanged sentences

We also own five domain names:

atifus.com, atifchina, chinacnnm.com and dpoex.com.

Below are images of our trademarks:

PRC Regulations

We operate our business in China under a legal

regime consisting of the National People’s Congress, which is the country’s highest legislative body, the State Council,

which is the highest authority of the executive branch of the PRC central government, and several ministries and agencies under its authority,

including the SAIC, and their respective local offices, and Ministry of Housing & Urban-Rural Development (the “MHURD”)

and their respective local offices.

This section summarizes the principal PRC regulations applicable to our business.

PRC Laws and Regulations relating to Foreign

Investment activities in the PRC by foreign investors

were principally governed by the Guidance Catalog of Industries for Foreign Investment, promulgated and as amended from time to time

by MOFCOM and National Development and Reform Commission (“NDRC”), which was later divided into two legal documents, including

the Catalog of Industries for Encouraged Foreign Investment, or the “Encouraged Catalog,” and the Special Administrative

Measures for Access of Foreign Investment (Negative List), or the “Negative List.” Industries listed in the Negative List

are divided into two categories:

restricted and prohibited.

Industries not listed in the Negative List are generally constituted “permitted,”

and are open to foreign investment unless specifically restricted by other PRC regulations.

For restricted industries, some are limited

to equity or contractual joint ventures, while in some cases Chinese partners are required to hold the majority interests in such joint

In addition, restricted category projects are subject to higher-level government approvals.

Foreign investors are not allowed

to invest in industries in the prohibited category.

The latest Negative List was released by MOFCOM and NDRC on September 18,2021 and

became effective on January 1, 2022.

Pursuant to the current and the updated Negative Lists, management consulting is an permitted industry

for foreign investment access.

PRC Laws and Regulations on Company Establishment

The establishment, operation, and management

of companies in the PRC is governed by the PRC Company Law, or the “Company Law,” as promulgated by the SCNPC on December

29, 1993, effective on July 1, 1994, and subsequently amended in 1999, 2004, 2005, 2013, and 2018.

According to the Company Law, companies

established in the PRC are either limited liability companies or joint stock limited liability companies.

The Company Law applies to

both domestic companies and foreign-invested companies.

On March 15, 2019, the National People’s

Congress approved the Foreign Investment Law of the PRC, or the “Foreign Investment Law,” which came into effect on January

1, 2020, repealing simultaneously the Law of the PRC on Sino-foreign Equity Joint Ventures, the Law of the PRC on Wholly Foreign-owned

Enterprises, and the Law of the PRC on Sino-foreign Cooperative Joint Ventures.

The Foreign Investment Law adopts the management system

of pre-establishment national treatment and negative list for foreign investment.

Policies in support of enterprises shall apply equally

to foreign-funded enterprises according to laws and regulations.

Foreign investment enterprises shall be guaranteed that they could equally

participate in the setting of standards, and the compulsory standards formulated by the State shall be equally applied.

Fair competition

for foreign investment enterprises to participate in government procurement activities shall be protected.

The Foreign Investment Law

also stipulates the protection on intellectual property rights and trade secrets.

In addition, Regulations for the Implementation of

the Foreign Investment Law of the PRC came into effect as of January 1, 2020.

Notice on the Implementation of Foreign Investment

Law and the Registration of Foreign-funded Enterprises was issued by the State Administration for Market Regulation on December 31, 2019.

According to such notice, the State Administration for Market Regulation conducts business registration, and the applicant shall apply

for the registration of foreign-funded enterprises through the enterprise registration system.

The registration authority shall conduct

formal examination on relevant application materials.

Where a foreign investor or enterprise with foreign investment invests in a field

other than those in the negative list, it shall register in accordance with the principle of consistency of domestic and foreign investment.

The Measures for Reporting Foreign Investment

Information were adopted by MOFCOM on December 19, 2019, approved by the State Administration for Market Regulation, and became effective

on January 1, 2020.

According to such measures, when a foreign investor directly or indirectly conducts investment activities in China,

the foreign investor or foreign-invested enterprise shall submit investment information to the competent department of commerce in accordance

with the measures.

PRC Laws and Regulations Relating to Management

Consulting Industry

Law of the People’s Republic of China on

Promotion of Small and Medium-sized Enterprises (the “SME Promotion Law”) was promulgated by the Standing Committee of the

National People’s Congress on June 29, 2002, amended on September 1, 2017, and became effective on January 1, 2018.

According to the SME Promotion Law, the government encourage all kinds of services organization to provide services including training

and counselling on entrepreneurship, intellectual property protection, management consulting, information consulting, credit service,

marketing, development of projects, investment and financing, accounting and taxation, equity transaction, technology support, talent

introduction, foreign cooperation, exhibition, and legal consulting.

Pursuant to the Opinions of the State Council

on Further Promoting The Development of Small And Medium-sized Enterprises (the “Opinions”), which were promulgated by the

State Council on September 19, 2009, the government supports organizations of management consulting for SMEs and activities of management

consulting to guide SMEs to use external sources to improve their level on management.

According to the SME Promotion Law and the Opinions,

our business is encouraged by the government and is in compliance with relevant regulations in PRC.

There are no further regulations

on management consulting industry in the PRC presently.

However, we cannot assure that there will not be more regulations on the management

consulting industry to be issued by PRC government in the future that could affect our business.

Regulation on Intellectual Property Rights

ipoex.com, atifus.com, atifchina, chinacnnm.com

and dpoex.com.

are images of our trademarks:

Recent Regulatory Development

are subject to a wide variety of complex laws and regulations in the United States and other jurisdictions in which we operate.

and regulations govern many issues related to our business practices, including those regarding consumer protection, worker classification,

wage and hour, sick pay and leaves of absence, anti-discrimination and harassment, whistleblower protections, background checks, privacy,

data security, intellectual property, health and safety, environmental, competition, fees and payments, pricing, product liability and

disclosures, property damage, communications, employee benefits, taxation, unionization and collective bargaining, contracts, arbitration

agreements, class action waivers, terms of service, and accessibility of our website.

laws and regulations are constantly evolving and may be interpreted, applied, created, superseded, or amended in a manner that could harm

our business.

These changes may occur immediately or develop over time through judicial decisions or as new guidance or interpretations

are provided by regulatory and governing bodies, such as federal, state and local administrative agencies.

As we expand our business into

new markets or introduce new features or offerings into existing markets, regulatory bodies or courts may claim that we are subject to

additional requirements, or that we are prohibited from conducting business in certain jurisdictions.

This section summarizes the principal

regulations applicable to our business.

Regulation on Intellectual

Property Rights

Regulations on trademarks

The Trademark Law of the People’s Republic

of China was adopted at the 24th meeting of the Standing Committee of the Fifth National People’s Congress on August 23, 1982.

Three amendments were made on February 22, 1993, October 27, 2001, and August 30, 2013, respectively.

The last amendment

was implemented on May 1, 2014.

The regulations on the implementation of the trademark law of the People’s Republic of China

were promulgated by the State Council of the People’s Republic of China on August 3, 2002, and took effect on September 15,

Trademark Law of the People’s Republic of China was adopted at the 24th meeting of the Standing Committee of the Fifth National

People’s Congress on August 23, 1982.

Three amendments were made on February 22, 1993, October 27, 2001, and August 30,

2013, respectively.

The last amendment was implemented on May 1, 2014.

The regulations on the implementation of the trademark law

of the People’s Republic of China were promulgated by the State Council of the People’s Republic of China on August 3,

2002, and took effect on September 15, 2002.

It was revised on April 29, 2014 and April 23, 2019.

The PRC Trademark Office under the State Administration of Market Regulation

handles trademark registrations and grants a term of 10 years to registered trademarks and another 10 years if requested upon expiration

of the first or any renewed 10-year term.

Trademark license agreements must be filed with the PRC Trademark Office for record.

Trademark Law has adopted a “first-to-file” principle with respect to trademark registration.

Where a trademark to be registered

is identical or similar to another trademark which has already been registered or been subject to a preliminary examination and approval

for use on the same kind of or similar goods or services, the application for registration of such trademark may be rejected.

applying for the registration of a trademark may not prejudice the existing right first obtained by others, nor may any person register

in advance a trademark that has already been used by another party and has already gained a “sufficient degree of reputation”

through such party’s use.

After receiving an application, the PRC Trademark Office will make a public announcement if the relevant

trademark passes the preliminary examination.

During the three months after this public announcement, any person entitled to prior rights

and any interested party may file an objection against the trademark.

The PRC Trademark Office’s decisions on rejection, objection,

or cancellation of an application may be appealed to the PRC Trademark Review and Adjudication Board, whose decision may be further appealed

through judicial proceedings.

If no objection is filed within three months after the public announcement or if the objection has been

overruled, the PRC Trademark Office will approve the registration and issue a registration certificate, at which point the trademark

is deemed to be registered and will be effective for a renewable 10-year period, unless otherwise revoked.

For licensed use of a registered

trademark, the licensor shall file record of the licensing with the PRC Trademark Office, and the licensing shall be published by the

PRC Trademark Office.

Failure of the licensing of a registered trademark shall not be contested against a good faith third party.

a detailed description of our trademark registrations, please refer to “—Intellectual Property.”

Regulations on domain names

In accordance with the Measures for the Administration

of Internet Domain Names, which was promulgated by the Ministry of Industry and Information Technology (the “MIIT”) on August

24, 2017 and came into effect on November 1, 2017, the Implementing Rules of China Internet Network Information Center on Domain Name

Registration, which was promulgated by China Internet Network Information Center (the “CNNIC”) on May 28, 2012 and came into

effect on May 29, 2012, and the Measures of the China Internet Network Information Center on Domain Name Dispute Resolution, which was

promulgated by CNNIC on September 1, 2014 and came into effect on the same date, domain name registrations are handled through domain

name service agencies established under relevant regulations, and an applicant becomes a domain name holder upon successful registration,

and domain name disputes shall be submitted to an organization authorized by CNNIC for resolution.

Besides, the MIIT is in charge of

the administration of PRC internet domain names.

The PRC Trademark Office under

the State Administration of Market Regulation handles trademark registrations and grants a term of 10 years to registered trademarks and

another 10 years if requested upon expiration of the first or any renewed 10-year term.

Trademark license agreements must be filed with

the PRC Trademark Office for record.

The PRC Trademark Law has adopted a “first-to-file” principle with respect to trademark

registration.

Where a trademark to be registered is identical or similar to another trademark which has already been registered or been

subject to a preliminary examination and approval for use on the same kind of or similar goods or services, the application for registration

of such trademark may be rejected.

Any person applying for the registration of a trademark may not prejudice the existing right first

obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained

a “sufficient degree of reputation” through such party’s use.

After receiving an application, the PRC Trademark Office

will make a public announcement if the relevant trademark passes the preliminary examination.

During the three months after this public

announcement, any person entitled to prior rights and any interested party may file an objection against the trademark.

The PRC Trademark

Office’s decisions on rejection, objection, or cancellation of an application may be appealed to the PRC Trademark Review and Adjudication

Board, whose decision may be further appealed through judicial proceedings.

If no objection is filed within three months after the public

announcement or if the objection has been overruled, the PRC Trademark Office will approve the registration and issue a registration certificate,

at which point the trademark is deemed to be registered and will be effective for a renewable 10-year period, unless otherwise revoked.

For licensed use of a registered trademark, the licensor shall file record of the licensing with the PRC Trademark Office, and the licensing

shall be published by the PRC Trademark Office.

Failure of the licensing of a registered trademark shall not be contested against a good

faith third party.

For a detailed description of our trademark registrations, please refer to “—Intellectual Property.”

Regulations on domain

accordance with the Measures for the Administration of Internet Domain Names, which was promulgated by the Ministry of Industry and Information

Technology (the “MIIT”) on August 24, 2017 and came into effect on November 1, 2017, the Implementing Rules of China Internet

Network Information Center on Domain Name Registration, which was promulgated by China Internet Network Information Center (the “CNNIC”)

on May 28, 2012 and came into effect on May 29, 2012, and the Measures of the China Internet Network Information Center on Domain Name

Dispute Resolution, which was promulgated by CNNIC on September 1, 2014 and came into effect on the same date, domain name registrations

are handled through domain name service agencies established under relevant regulations, and an applicant becomes a domain name holder

upon successful registration, and domain name disputes shall be submitted to an organization authorized by CNNIC for resolution.

the MIIT is in charge of the administration of PRC internet domain names.

The domain name registration follows a first-to-file principle.

Applicants for registration

of domain names shall provide true, accurate, and complete information of their identities to domain name registration service institutions.

In accordance with the Notice from the Ministry of Industry and Information Technology on Regulating the Use of Domain Names in Internet

Information Services, which was promulgated by the MIIT on November 27, 2017 and came into effect on January 1, 2018, Internet access

service providers shall verify the identity of each Internet information service provider, and shall not provide services to any Internet

information service provider which fails to provide real identity information.

The applicant will become the holder of such domain names

upon completion of the registration procedure.

As of July 31, 2020, we had completed registration of five domain names, “ipoex.com,”

“ chinacnnm.com ,” “ atifchina.com ,” “ atifus.com ,” and “ dpoex.com ,”

in the PRC and became the legal holder of such domain names.

In accordance with the Copyright Law of the PRC

promulgated by the SCNPC on September 7, 1990, last amended on Nov 11,2020, and came into effect on June 1, 2021, Chinese citizens, legal

persons, or other entities own the copyright in their works whether published or not, including written works, oral works, music, comedy,

arts of talking and singing, dance and acrobatics, work of art and architecture work, photographic works, cinematographic work and work

created by the method similar to the film production method, engineering design drawing, product design drawing, map, sketch and other

graphic works and model works, computer software, and other works specified by laws and administrative regulations.

The rights a copyright

owner has include but not limited to the following rights of the person and property rights:

the right of publication, right of authorship,

right of modification, right of integrity, right of reproduction, distribution right, rental right, right of network communication, translation

right, and right of compilation.

In accordance with the Regulations on the Protection

of Computer Software promulgated by the State Council on December 20, 2001 and last amended on January 30, 2013, Chinese citizens, legal

persons, or other entities own the copyright, including the right of publication, right of authorship, right of modification, right of

reproduction, distribution right, rental right, right of network communication, translation right, and other rights software copyright

owners shall have in software developed by them, regardless of whether the software has been published.

In accordance with the Measures

for the Registration of Computer Software Copyright promulgated by the National Copyright Administration on April 6, 1992 and last amended

on February 20, 2002, software copyrights, exclusive licensing contracts for software copyrights, and software copyright transfer contracts

shall be registered, and the National Copyright Administration shall be the competent authority for the administration of software copyright

registration and the Copyright Protection Center of China is designated as a software registration authority.

The Copyright Protection

Center of China shall grant a registration certification to a computer software copyright applicant who complies with relevant regulations.

Regulations on Patents

Pursuant to the Patent Law of the PRC, or the

“Patent Law,” promulgated by the SCNPC on March 12, 1984, most recently amended on October 17, 2020, and effective from June

1, 2021, and the Implementation Rules of the Patent Law of the PRC, promulgated by the State Council on June 15, 2001 and most recently

amended on January 9, 2010, there are three types of patents in the PRC:

invention patent, utility model patent, and design patent.

protection period is 20 years for invention patent and 10 years for utility model patent and 15 years for design patent, commencing from

their respective application dates.

Any individual or entity that utilizes a patent or conducts any other activity in infringement of

a patent without prior authorization of the patentee shall pay compensation to the patentee and is subject to a fine imposed by relevant

administrative authorities and, if the infringement constitutes a crime, shall be held criminally liable.

In the event that a patent

is owned by two or more co-owners without an agreement regarding the distribution of revenue generated from the exploitation of any co-owner

of the patent, such revenue shall be distributed among all the co-owners.

Existing patents can become narrowed, invalid,

or unenforceable due to a variety of grounds, including lack of novelty, creativity, and deficiencies in patent application.

a patent must have novelty, creativity, and practical applicability.

Under the Patent Law, novelty means that before a patent application

is filed, no identical invention or utility model has been publicly disclosed in any publication in China or overseas or has been publicly

used or made known to the public by any other means, whether in or outside of China, nor has any other person filed with the patent authority

an application that describes an identical invention or utility model and is recorded in patent application documents or patent documents

published after the filing date.

Creativity means that, compared with existing technology, an invention has prominent substantial features

and represents notable progress, and a utility model has substantial features and represents any progress.

Practical applicability means

an invention or utility model can be manufactured or used and may produce positive results.

Patents in China are filed with the State

Intellectual Property Office, or the “SIPO.” Normally, the SIPO publishes an application for an invention patent within 18

months after the filing date, which may be shortened at the request of applicant.

The applicant must apply to the SIPO for a substantive

examination within three years from the date of application.

PRC Laws and Regulations Relating to Merger

and Acquisition

The Regulations on Mergers and Acquisitions of

Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in August 2006 and amended

in 2009, requires a foreign investor to obtain necessary approvals when engaged in certain forms of acquisition of a domestic enterprise

and further requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and

controlled by PRC companies or individuals to obtain the approval of the CSRC, prior to the listing and trading of such special purpose

vehicle’s securities on an overseas stock exchange.

In September 2006, the CSRC published a notice on its official website

specifying documents and materials required to be submitted to it by a special purpose vehicle seeking CSRC approval of its overseas

Pursuant to the Manual of Guidance on Administration for Foreign Investment Access, which was issued and became effective on

December 18, 2008 by MOFCOM, notwithstanding the fact that (i) the domestic shareholder is connected with the foreign investor or not,

or (ii) the foreign investor is the existing shareholder or the new investor, the M&A Rules shall not apply to the transfer of an

equity interest in an incorporated foreign-invested enterprise from the domestic shareholder to the foreign investor.

However, the application

of the M&A Rules remains unclear.

Our PRC counsel, Dentons Law Firm, has advised

us based on their understanding of the current PRC laws, rules, and regulations that the CSRC’s approval should not be required

for the listing and trading of our ordinary shares on the NASDAQ in the context of our IPO, given that:

(i) we established our PRC

subsidiary, Huaya, by means of direct investment rather than by merger with or acquisition of PRC domestic companies;

explicit provision in the M&A Rules classifies the respective contractual arrangements between Huaya, Qianhai, and its shareholders

as a type of acquisition transaction falling under the M&A Rules.

However, there remains some uncertainty as to

how the M&A Rules will be interpreted or implemented in the context of an overseas offering and the CSRC’s opinions summarized

above are subject to any new laws, rules, and regulations or detailed implementations and interpretations in any form relating to the

We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as we

If the CSRC or any other PRC regulatory agencies subsequently determines that we need to obtain the CSRC’s approval for our

IPO or if the CSRC or any other PRC government agencies promulgates any interpretation or implements rules that would require us

to obtain CSRC or other governmental approvals for our IPO, we may face adverse actions or sanctions by the CSRC or other PRC regulatory

Sanctions may include fines and penalties on our operations in the PRC, limitations on our operating privileges in the PRC,

delays in or restrictions on the repatriation of the proceeds from our IPO into the PRC, restrictions on or prohibition of the payments

or remittance of dividends by our PRC subsidiary, or other actions that could have a material adverse effect on our business, financial

condition, results of operations, reputation, and prospects, as well as the trading price of our ordinary shares.

In addition, if the

CSRC or other PRC regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for our

IPO, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver.

Any uncertainties and/or negative publicity regarding such approval requirement could have a material adverse effect on the trading price

of ordinary shares.

PRC Laws and Regulations Relating to Foreign

General administration of foreign exchange

The principal regulation governing foreign currency

exchange in the PRC is the Administrative Regulations of the PRC on Foreign Exchange (the “Foreign Exchange Regulations”),

which were promulgated on January 29, 1996, became effective on April 1, 1996, and were amended on January 14, 1997, and August

Under these rules, RMB is generally freely convertible for payments of current account items, such as trade- and service-related

foreign exchange transactions and dividend payments, but not freely convertible for capital account items, such as capital transfer,

direct investment, investment in securities, derivative products, or loans unless prior approval and prior registration by competent

authorities for the administration of foreign exchange is obtained and made.

Under the Foreign Exchange Regulations, foreign-invested

enterprises in the PRC may purchase foreign exchange under the current accounts without the approval of SAFE to pay dividends by providing

certain evidentiary documents, including board resolutions, tax certificates, or for trade- and services-related foreign exchange transactions,

by providing commercial documents evidencing such transactions.

75, Circular No.

and Circular No.

Circular 37 was released by SAFE on July 4,

2014, and abolished Circular 75 which had been in effect since November 1, 2005.

Pursuant to Circular 37, a PRC resident should

apply to SAFE for foreign exchange registration of overseas investments prior to the establishment or control of an offshore special

purpose vehicle, or SPV, using his or her legitimate domestic or offshore assets or interests.

SPVs are offshore enterprises directly

established or indirectly controlled by domestic residents for the purpose of investment and financing by utilizing domestic or offshore

assets or interests they legally hold.

Following any significant change in a registered offshore SPV, such as capital increase, reduction,

equity transfer or swap, consolidation or division involving domestic resident individuals, the domestic individuals shall amend the

registration with SAFE.

Where an SPV intends to repatriate funds raised after completion of offshore financing to the PRC, it shall comply

with relevant PRC regulations on foreign investment and foreign debt management.

A foreign-invested enterprise established through return

investment shall complete relevant foreign exchange registration formalities in accordance with the prevailing foreign exchange administration

regulations on foreign direct investment and truthfully disclose information on the actual controller of its shareholders.

If any shareholder who is a PRC resident (as

determined by Circular 37) holds any interest in an offshore SPV and fails to fulfil the required foreign exchange registration with

the local SAFE branches, the PRC subsidiaries of that offshore SPV may be prohibited from distributing their profits and dividends to

their offshore parent company or from carrying out other subsequent cross-border foreign exchange activities.

The offshore SPV may also

be restricted in its ability to contribute additional capital to its PRC subsidiaries.

Where a domestic resident fails to complete relevant

foreign exchange registration as required, fails to truthfully disclose information on the actual controller of the enterprise involved

in the return investment or otherwise makes false statements, the foreign exchange control authority may order them to take remedial

actions, issue a warning, and impose a fine of less than RMB300,000 (approximately $43,000) on an institution or less than RMB50,000

(approximately $7,300) on an individual.

Circular 13 was issued by SAFE on February 13,

2015, and became effective on June 1, 2015.

Pursuant to Circular 13, a domestic resident who makes a capital contribution to an

SPV using his or her legitimate domestic or offshore assets or interests is no longer required to apply to SAFE for foreign exchange

registration of his or her overseas investments.

Instead, he or she shall register with a bank in the place where the assets or interests

of the domestic enterprise in which he or she has interests are located if the domestic resident individually seeks to make a capital

contribution to the SPV using his or her legitimate domestic assets or interests;

or he or she shall register with a local bank at his

or her permanent residence if the domestic resident individually seeks to make a capital contribution to the SPV using his or her legitimate

offshore assets or interests.

The qualified bank will directly examine the applications and accept registrations under the supervision

As of the date of this annual report, our shareholders

have not completed registrations in accordance with Circular 37, they are currently working on their registrations in the local Administration

of Exchange Control.

The failure of our shareholders to comply with the registration procedures may subject each of our shareholders

to warnings and fines.

If the registration formalities cannot be processed retrospectively, then the repatriation of the financing funds,

profits, or any other interests of our shareholders obtained through special purpose vehicles, for use in China, would be prohibited.

As a result, any cross-border capital flows between our PRC subsidiary and its offshore parent company, including dividend distributions

and capital contributions, would be illegal

Circular 19 and Circular 16

Circular 19 was promulgated by SAFE on March 30,

2015, and became effective on June 1, 2015.

According to Circular 19, foreign exchange capital of foreign-invested enterprises shall

be granted the benefits of Discretional Foreign Exchange Settlement (“Discretional Foreign Exchange Settlement”).

With Discretional

Foreign Exchange Settlement, foreign exchange capital in the capital account of a foreign-invested enterprise for which the rights and

interests of monetary contribution has been confirmed by the local foreign exchange bureau, or for which book-entry registration of monetary

contribution has been completed by the bank, can be settled at the bank based on the actual operational needs of the foreign-invested

The allowed Discretional Foreign Exchange Settlement percentage of the foreign exchange capital of a foreign-invested enterprise

has been temporarily set to be 100%.

The RMB converted from the foreign exchange capital will be kept in a designated account and if

a foreign-invested enterprise needs to make any further payment from such account, it will still need to provide supporting documents

and to complete the review process with its bank.

Furthermore, Circular 19 stipulates that foreign-invested

enterprises shall make bona fide use of their capital for their own needs within their business scopes.

The capital of a foreign-invested

enterprise and the RMB if obtained from foreign exchange settlement shall not be used for the following purposes

directly or indirectly

used for expenses beyond its business scope or prohibited by relevant laws or regulations;

directly or indirectly

used for investment in securities unless otherwise provided by relevant laws or regulations;

directly or indirectly

used for entrusted loan in RMB (unless within its permitted scope of business), repayment of inter-company loans (including advances

by a third party) or repayment of bank loans in RMB that have been sub-lent to a third party;

directly or indirectly

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

Circular 16 was issued by SAFE on June 9,

Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign currency to RMB on

a self-discretionary basis.

Circular 16 provides an integrated standard for conversion of foreign exchange capital items (including but

not limited to foreign currency capital and foreign debts) on a self-discretionary basis applicable to all enterprises registered in

Circular 16 reiterates the principle that an enterprise’s RMB converted from foreign currency-denominated capital may

not be directly or indirectly used for purposes beyond its business scope or purposes prohibited by PRC laws or regulations, and such

converted RMB shall not be provided as loans to non-affiliated entities.

Circulars 16 and 19 address foreign direct investments

into the PRC, and stipulate the procedures applicable to foreign exchange settlement.

As we do not plan to transfer any proceeds raised

to our subsidiaries in the PRC, such proceeds would not be subject to Circular 19 or Circular 16.

However, if and when circumstances

require funds to be transferred to our subsidiaries in the PRC from our offshore entities, then any such transfer would be subject to

Circulars 16 and 19.

PRC Laws and Regulations Relating to Taxation

Enterprise Income Tax

The EIT Law was promulgated by the Standing Committee

of the National People’s Congress on March 16, 2007, and became effective on January 1, 2008, and then amended on February

24, 2017 as well as December 29, 2018.

The Implementation Rules of the EIT Law (the “Implementation Rules”) were promulgated

by the State Council on December 6, 2007, and became effective on January 1, 2008, and was amended on April 23, 2019.

to the EIT Law and the Implementation Rules, enterprises are divided into resident enterprises and non-resident enterprises.

enterprises shall pay enterprise income tax on their incomes obtained in and outside the PRC at the rate of 25%.

Non-resident enterprises

setting up institutions in the PRC shall pay enterprise income tax on the incomes obtained by such institutions in and outside the PRC

at the rate of 25%.

Non-resident enterprises with no institutions in the PRC, and non-resident enterprises whose incomes having no substantial

connection with their institutions in the PRC, shall pay enterprise income tax on their incomes obtained in the PRC at a reduced rate

An enterprise established outside of the PRC with its “de facto management bodies” located within the PRC is considered

a “resident enterprise,” meaning that it can be treated in a manner similar to a PRC domestic enterprise for enterprise income

tax purposes.

The Implementing Rules of the EIT Law define a “de facto management body” as a managing body that in practice

exercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties”

of the enterprise.

It is more likely than not that the Company and its offshore subsidiary would be treated as a non-resident enterprise

for PRC tax purposes.

The Arrangement between the Mainland China and

Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income (the “Arrangement”)

was promulgated by the State Administration of Taxation (“SAT”) on August 21, 2006, and came into effect on December 8,

According to the Arrangement, a company incorporated in Hong Kong will be subject to withholding tax at the lower rate of 5% on

dividends it receives from a company incorporated in the PRC if it holds a 25% interest or more in the PRC company.

Pursuant to the Announcement

of the State Administration of Taxation on Issues Relating to “Beneficial Owner” in Tax Treaties promulgated by SAT on February

3, 2018 and became effective on April 1, 2018, a beneficial ownership analysis will be applied in light of the actual circumstances of

the specific cases to determine the status of a beneficial owner under the relevant tax treaty and whether or not to grant tax treaty

Before May 31,2022, Huaya is a resident enterprise and

qualifies as a Small and Low Profit Enterprise and pays EIT tax at the rate of 10% in PRC.

It is more likely than not that we and our

offshore subsidiary would be treated as a non-resident enterprise for PRC tax purposes.

Value-added Tax

The Provisional Regulations on Value-Added Tax

of the PRC (the “VAT Regulations”) were promulgated by the State Council on December 13, 1993, and took effect on January 1,

1994, which were last amended on November 19, 2017.

The Rules for the Implementation of the Provisional Regulations on Value

Added Tax of the PRC (the “Rules”) were promulgated by the Ministry of Finance (“MOF”) on December 25, 1993,

and were last amended on October 28, 2011.

Pursuant to the VAT Regulations and the Rules, entities or individuals in the PRC engaged

in the sale of goods, the provision of processing, repairs, and replacement services and the importation of goods are required to pay

VAT, on the value added during the course of the sale of goods or provision of services.

Unless otherwise specified, the applicable VAT

rate is 17% for taxpayers selling goods, labor services, or tangible movable property leasing services or importing goods, except otherwise

11% for taxpayers selling transport services, postal services, basic telecommunications services, construction services, or

real property leasing services, selling real property, transferring the land use right, or selling or importing the goods within specified

scope listed, except otherwise specified;

6% for taxpayers selling services or intangible assets and not falling within the scope as

specified in other items;

and 3% for small-scale taxpayers.

The SAT and the MOF jointly promulgated Notice

on Implementing the Pilot Program of Replacing Business Tax with Value-Added Tax in an All-round Manner (the “Notice”) on

March 20, 2019, which became effective on April 1, 2019.

Pursuant to this new circular, entities and individuals shall pay VAT at

a rate of 9 % for providing transportation, postal services, basic telecommunications, construction or immovable property leasing services,

selling any immovable property, or transferring the right to use land;

rate of 13% for providing tangible movable property leasing services;

rate of 0% for a cross-border taxable act within the territory of China and rate of 6% for conducting any taxable act other than

the above-mentioned taxable acts.

According to the above-regulations, our PRC subsidiary

is generally subject to a 3% VAT rate.

Additional Taxes

Before September 1, 2021, the Provisional Regulations

of the People’s Republic of China on Urban Maintenance and Construction Tax, or the “Provisional Regulations,” promulgated

by the State Council on February 8, 1985 and revised on January 8, 2011 governs the payment of urban maintenance and construction tax.

According to the Provisional Regulations, all units and individuals paying consumption tax, VAT, and business tax are taxpayers of urban

maintenance and construction tax, and shall pay urban maintenance and construction tax in accordance with the provisions of these regulations.

The Standing Committee of the National People’s Congress passed the Tax Law of the People’s Republic of China on Urban Maintenance

and Construction on August 11, 2020, which became effective after September 1, 2021.

According to this law, the urban maintenance and

construction tax is based on VAT and consumption tax actually paid by taxpayers.

Therefore, if VAT is exempted, urban construction tax

will also be exempted.

The Interim Provisions on Levying Educational

Surcharges, or the “Interim Provisions,” was issued by the State Council on April 28, 1986 and revised on June 7, 1990, August

20, 2005, and January 8, 2011.

According to the Interim Provisions, the educational surcharges shall be calculated and levied on the

basis of the actual VAT, business tax, and consumption tax paid by various units and individuals.

The education surcharges rate is 3%,

which shall be paid at the same time as the VAT, business tax, and consumption tax.

The Notice on Expanding the Exemption Scope of Relevant Government

Funds, or “The Notice,” was issued by the MOF and the SAT on January 29, 2016 and implemented from February 1, 2016.

to The Notice, with the approval of the State Council, the scope of exemption from education surcharges, local education surcharges,

and water conservancy construction funds shall be expanded from the payers whose monthly sales volume or turnover does not exceed RMB30,000

(quarterly sales or turnover paid on a quarterly basis shall not exceed RMB90,000) to RMB100,000 (quarterly sales or turnover paid on

a quarterly basis shall not exceed RMB300,000).

Dividend Withholding Tax

The Enterprise Income Tax Law and the Implementation

Rules provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC

resident investors which do not have an establishment or place of business in the PRC, or which have such establishment or place of business

but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived

from sources within the PRC.

Pursuant to an Arrangement Between the Mainland

of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with

Respect to Taxes on Incomes (“Double Tax Avoidance Arrangement”) and other applicable PRC laws, if a Hong Kong resident enterprise

is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance

Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC

resident enterprise may be reduced to 5%.

However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend

Provisions in Tax Treaties (the “SAT Circular 81”) issued on February 20, 2009, by SAT, if the relevant PRC tax authorities

determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily

tax-driven, such PRC tax authorities may adjust the preferential tax treatment.

According to the Circular on Several Questions regarding

the “Beneficial Owner” in Tax Treaties, which was issued on February 3, 2018, by the SAT and took effect on April 1,

2018, when determining the applicant’s status of the “beneficial owner” regarding tax treatments in connection with

dividends, interests or royalties in the tax treaties, several factors, including without limitation, whether the applicant is obligated

to pay more than 50% of his or her income in 12 months to residents in a third country or region, whether the business operated by the

applicant constitutes the actual business activities, and whether the counterparty country or region to the tax treaties does not levy

any tax or grant tax exemption on relevant incomes or levy tax at an extremely low rate, will be taken into account, and it will be analyzed

according to the actual circumstances of the specific cases.

This circular further provides that applicants who intend to prove his or

her status of the “beneficial owner” shall submit the relevant documents to the relevant tax bureau according to the Announcement

on Issuing the Measures for the Administration of Non-Resident Taxpayers’ Enjoyment of the Treatment under Tax Agreements.

We have not commenced the application process

for a Hong Kong tax resident certificate from the relevant Hong Kong tax authority, and there is no assurance that we will be granted

such a Hong Kong tax resident certificate.

We also have not filed required forms or materials with the relevant PRC tax authorities to

prove that we should enjoy the 5% PRC withholding tax rate.

PRC Laws and Regulations Relating to Employment

and Social Welfare

Labor Law of the PRC

Pursuant to the Labor Law of the PRC, which was

promulgated by the Standing Committee of the NPC on July 5, 1994, with an effective date of January 1, 1995, and was last amended

on December 29, 2018, and the Labor Contract Law of the PRC, which was promulgated on June 29, 2007, became effective on January 1,

2008, and was last amended on December 28, 2012, with the amendments coming into effect on July 1, 2013, enterprises and institutions

shall ensure the safety and hygiene of a workplace, strictly comply with applicable rules and standards on workplace safety and hygiene

in China, and educate employees on such rules and standards.

Furthermore, employers and employees shall enter into written employment

contracts to establish their employment relationships.

Employers are required to inform their employees about their job responsibilities,

working conditions, occupational hazards, remuneration, and other matters with which the employees may be concerned.

Employers shall pay

remuneration to employees on time and in full accordance with the commitments set forth in their employment contracts and with the relevant

PRC laws and regulations.

Until May 31,2022, before we transfer all our equity interest in Huaya, Huaya has entered into written employment

contracts with all its employees and performed its obligations required under the relevant PRC laws and regulations.

Social Insurance and Housing Fund

As required under the Regulation of Insurance

for Labor Injury implemented on January 1, 2004, and amended in 2010, the Provisional Measures for Maternity Insurance of Employees of

Corporations implemented on January 1, 1995, the Decisions on the Establishment of a Unified Program for Pension Insurance of the State

Council issued on July 16, 1997, the Decisions on the Establishment of the Medical Insurance Program for Urban Workers of the State Council

promulgated on December 14, 1998, the Unemployment Insurance Measures promulgated on January 22, 1999, the Interim Regulations Concerning

the Collection and Payment of Social Insurance Premiums implemented on January 22, 1999, and the Social Insurance Law of the PRC, which

was promulgated by the Standing Committee of the NPC on October 28, 2010, became effective on July 1, 2011, and last amended

on December 29, 2018, employers in the PRC shall provide their employees with welfare schemes covering basic pension insurance, basic

medical insurance, unemployment insurance, maternity insurance, and occupational injury insurance.

Huaya has deposited the social insurance

fees in full for all the employees in compliance with the relevant regulations since June 2019 to May 31,2022.

In accordance with the Regulations on Management

of Housing Provident Fund, which were promulgated by the State Council on April 3, 1999, and last amended on March 24, 2019,

employers must register at the designated administrative centers and open bank accounts for depositing employees’ housing funds.

Employer and employee are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average salary

of the employee in the preceding year in full and on time.

Hong Kong Regulations

We own and operate CNNM, www.chinacnnm.com ,

a news and media platform, in Hong Kong.

The following is a summary of certain aspects of major Hong Kong laws and regulations that are

or may be applicable to us.

Regulations on Digital Media Publication,

Domain Name Registration, and Advertising Services

There are no specific legislations governing

domain name registration or digital media publication in Hong Kong.

There are certain ordinances which contain provisions that may be

applicable to digital media publication business and advertising services in Hong Kong:

the Control of Obscene and Indecent Articles

Ordinance (Chapter 390 of the Laws of Hong Kong), the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong), the Copyright

Ordinance (Chapter 528 of the Laws of Hong Kong), the Defamation Ordinance (Chapter 21 of the Laws of Hong Kong), the Undesirable Medical

Advertisements Ordinance (Chapter 231 of the Laws of Hong Kong), and the Business Registration Ordinance (Chapter 310 of the Laws of

Contravention of the relevant laws and regulations may expose us to criminal and civil liabilities including penalties, fines,

damages, and other sanctions.

These ordinances are discussed in further details below.

Control of Obscene and Indecent Articles

Ordinance (Chapter 390 of the Laws of Hong Kong) (the “COIAO”)

There are no specific regulations targeting advertising

practice or digital media publication in Hong Kong.

However, COIAO is applicable to digital materials and contents posted on our website,

www.chinacnnm.com .

Section 21 of the COIAO stipulates that

any person who publishes, or possesses for the purpose of publication, any obscene article commits an offence and is liable to a fine

of HK$1,000,000 (approximately US$128,000) and may be subject imprisonment for up to three years.

Section 22 of the COIAO stipulates that

any person who publishes any indecent material accessible to a juvenile commits an offence, whether intentionally or unintentionally.

Such offences impose a fine of HK$400,000 (approximately US$51,000) and imprisonment of 12 months on first conviction.

A second or subsequent

conviction will give rise to a fine of HK$800,000 (approximately US$102,000) and imprisonment of up to 12 months.

Personal Data (Privacy) Ordinance (Chapter

486 of the Laws of Hong Kong) (the “PDPO”)

We, as a data user, need to comply with the PDPO

to ensure that personal data it collects are accurate, securely kept, and used only for the purpose for which they are collected.

the avoidance of doubt, ATIF Holdings does not process any personal data and all processing of data protection is undertaken by ATIF

The PDPO protects the privacy interests of living

individuals in relation to personal data and regulates the conducts of a data user, i.e., any person who, either alone or jointly or

in common with other persons, controls the collection, holding, processing, or use of personal data.

Pursuant to section 2 of the PDPO,

personal data means any data (i) relating directly or indirectly to a living individual;

(ii) from which it is practicable

for the identity of the individual to be directly or indirectly ascertained;

and (iii) in a form in which access to or processing

of the data is practicable.

In general, the personal data shall be lawfully and fairly collected and steps should be taken to ensure

that the data collection subject is explicitly and implicitly informed on or before the data collection.

There are six principles under the PDPO which

regulate the purpose and manner of collection of data, the accuracy and duration of retention of collected data, the use of personal

data, the security of personal data, and the access to personal data.

As we may collect personal data of users of its website, www.chinacnnm.com ,

it is subject to the following principles, which are:

Principle 1 - Data Collection Principle

Personal data must be collected in a lawful and

fair way, for the purpose directly related to a function/activity of the data user.

Data collection subjects must be notified of the

purpose of the collection and the classes of persons to whom the data may be transferred.

Data collection should be necessary, and not

excessive for the purpose of collection.

Principle 2 - Accuracy & Retention

Personal data must be accurate and should not

be kept for a period longer than is necessary to fulfil the purpose for which it is used.

Principle 3 - Data Use Principle

Personal data must be used for the purpose for

which the data is collected or for a directly related purpose, unless voluntary and explicit consent of a new purpose is obtained from

the data collection subject.

Principle 4 - Data Security Principle

A data user needs to take practical steps to

safeguard personal data from unauthorized or accidental access, processing, erasure, loss, or use.

Principle 5 - Openness Principle

A data user must make personal data policies

and practices known to the public regarding the types of personal data it holds and how the data is used.

Principle 6 - Data Access & Correction

A data collection subject must be given access

to his/her personal data and allowed to make corrections if it is inaccurate.

Pursuant to the PDPO, if any of the above principles

are not complied with, the Privacy Commissioner for Personal Data (the “PDPD”) may serve an enforcement notice to direct

the data user to remedy the contravention and/or instigate prosecution actions.

Further, section 50A of the PDPO provides that contravention

of an enforcement notice is an offence which could result in a maximum fine of HK$50,000 (approximately US$6,400) and imprisonment for

The PDPO also criminalizes misuse or inappropriate use of personal data in direct marketing activities under Part VI

As we may collect and possess private and confidential

data of the users of www.chinacnnm.com , we are subject to the principles set out in the PDPO regarding the collection, use, retention,

accuracy, and security of and access to personal data.

Laws of Hong Kong) (the “Copyright Ordinance”)

The Copyright Ordinance provides comprehensive

protection for recognized categories of work such as literary, dramatic, musical, and artistic works, as well as for films, television

broadcasts, and cable diffusion, and works made available to the public on the internet.

In the course of providing advertising services

and digital media publication, certain copyrights may subsist in the works we create in relation to its publications, digital media content,

and advertising materials, including artistic works (such as artworks and photos), films (such as videos), or literary works (such as

text) that qualify for copyright protection without registration.

It is not necessary to register a copyright nor are there other formalities

required to obtain copyright protection for a work in Hong Kong.

There is no official registry in Hong Kong for registration of copyright

The Copyright Ordinance restricts certain acts

such as copying and/or issuing or making available copies to the public of a copyright work without the authorization from the copyright

owner which, if done, constitutes “primary infringement” of copyright which does not require knowledge of infringement.

The Copyright Ordinance permits certain acts

that can be done in relation to copyright works without authorization from the copyright owner, one of which being fair dealing with

a copyright work for the purpose of criticism, review, or reporting current events if accompanied by a sufficient acknowledgement of

such copyright work and its author.

Under the Copyright Ordinance, a person may incur

civil liability for “secondary infringement” if that person, amongst others, possesses, sells, distributes, or deals with

a copy of a work which is, and which he knows or has reason to believe to be, an infringing copy of the work for the purposes of or in

the course of any trade or business without the consent of the copyright owner.

However, the person will only be liable if, at the time

he committed the act, he knew or had reason to believe that he was dealing with infringing copies of the work.

Defamation Ordinance (Chapter 21 of the

Laws of Hong Kong) (the “DO”)

As our website, www.chinacnnm.com , may

contain information and or/news from other sources and such information and/or news may not be independently verified by us, such information

may lead to defamatory matters.

Under the DO, any person who maliciously publishes

defamatory matter regarding another person or an organization in writing or by word of mouth or by conduct may be liable for defamation.

In general, there are two main kinds of defamation, libel and slander.

Libel is the malicious publication of defamatory matter in writing

or in some other permanent form.

Slander is the publication of defamatory matter by word of mouth or in some other transient (temporary)

Section 5 of the DO provides that any person

who maliciously publishes any defamatory libel, knowing the same to be false, shall be liable to imprisonment for two years, and, in

addition, to pay such fine as the court may award.

There are several defenses available, including

but not limited to (a) unintentional defamation;

(b) an offer of amends;

words were true in substance and in fact;

(d) fair comment;

and (e) publication which was privileged as prescribed in the schedule

Undesirable Medical Advertisements Ordinance

(Chapter 231 of the Laws of Hong Kong) (the “UMAO”)

As our website, www.chinacnnm.com , may

contain information and/or advertisements relating to medical aspects, we may be subject to the provisions under the UMAO.

The UMAO aims

to protect public health through prohibiting or restricting advertisements which may induce the seeking of improper management of certain

health conditions.

As defined in the UMAO, “advertisement”

includes any notice, poster, circular, label, wrapper, or document, and any announcement made orally or by means of producing or transmitting

light or sound.

These include advertisements published in newspapers and magazines, leaflets, on radio, television, and internet, as

well as on the label of a container or package containing any medicine, surgical appliance, treatment, or orally consumed product.

Pursuant to the UMAO, no person shall publish,

or cause to be published any advertisements likely to lead to the use of any medicine, surgical appliance, or treatment for:

purpose of treating human beings for, or preventing them from contracting any of the diseases or conditions specified in the UMAO which

include, among others, any disease of the skin, hair, or scalp except for a purpose specified in the UMAO which, among others, include

prevention of pimples and relief or prevention of minor skin conditions including dry and chapped skin;

or (b) treating human beings

for any purpose specified in the UMAO which include, among others, the restoration of lost youth and the correction of deformity or the

surgical alteration of a person’s appearance.

Business Registration Ordinance (Chapter

310 of the Laws of Hong Kong) (the “BRO”)

The BRO requires every person, whether a company

or an individual, who carries on a business in Hong Kong to apply for business registration certificate from the Inland Revenue Department

within one month from the date of commencement of the business, and to display the valid business registration certificate at the place

Any person who fails to apply for business registration or display a valid business registration certificate at the place

of business shall be guilty of an offence, and shall be liable to a fine of HK$5,000 (approximately US$640) and to imprisonment for one

Applicants for registration of domain names shall provide true, accurate, and complete information of their identities to domain name

registration service institutions.

In accordance with the Notice from the Ministry of Industry and Information Technology on Regulating

the Use of Domain Names in Internet Information Services, which was promulgated by the MIIT on November 27, 2017 and came into effect

on January 1, 2018, Internet access service providers shall verify the identity of each Internet information service provider, and shall

not provide services to any Internet information service provider which fails to provide real identity information.

The applicant will

become the holder of such domain names upon completion of the registration procedure.

As of July 31, 2020, we had completed registration

of five domain names, “ipoex.com,” “ chinacnnm.com ,” “ atifchina.com ,” “ atifus.com ,”

and “ dpoex.com ,” in the PRC and became the legal holder of such domain names.

Employment Laws

federal and state labor laws govern our relationship with our employees and affect operating costs.

These laws include

minimum wage requirements, overtime pay, unemployment tax rates, workers’ compensation rates, citizenship requirements and sales

Additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits such

as those to be imposed by recently enacted legislation in California, increased tax reporting and tax payment requirements for employees

who receive gratuities, or a reduction in the number of states that allow tips to be credited toward minimum wage requirements could harm

our operating results.

Federal Americans with Disabilities Act prohibits discrimination on the basis of disability in public accommodations and employment.

our office is designed to be accessible to the disabled, we could be required to make modifications to our office to provide service to,

or make reasonable accommodations for, disabled persons.

Data Protection

and Privacy Laws

has several laws protecting the literary works read by California residents.

The California Reader Privacy Act protects information about

the books California residents read from electronic services.

Such information cannot be disclosed except pursuant to an individual’s

affirmative consent, a warrant or court order with limited exceptions, such as imminent danger of serious injury.

California Education

Code Section 99122 requires for-profit postsecondary educational institutions to post a social media privacy policy on their website.

Digital Millennium Copyright Act (DMCA) provides relief for claims of circumvention of copyright protected technologies and includes a

safe harbor intended to reduce the liability of online service providers for hosting, listing, or linking to third-party content that

infringes copyrights of others.

Communications Decency Act provides that online service providers will not be considered the publisher or speaker of content provided

by others, such as individuals who post content on an online service provider’s website.

California Consumer Privacy Act (CCPA), which went into effect on January 1, 2020, provides consumers the right to know what personal

data companies collect, how it is used, and the right to access, delete, and opt out of the sale of their personal information to third

It also expands the definition of personal information and gives consumers increased privacy rights and protections for that

The CCPA also includes special requirements for California consumers under the age of 16.

California Privacy Rights Act (CPRA), Virginia Consumer Data Protection Act (CDPA) and Colorado Privacy Act (CPA) all will come into effect

on January 1, 2023.

These laws provide consumers with the right to know what personal data companies collect, how it is used, and the

right to access, delete, and opt out of the sale of their personal information to third parties.

The CPRA also includes special requirements

for California consumers under the age of 16.

The Holding Foreign Companies Accountable

On May 20, 2020, the U.S.

Senate passed the Holding Foreign Companies Accountable Act (“HFCAA”) requiring a foreign company to certify it is not owned

or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not

subject to PCAOB inspection.

On December 18, 2020, the Holding Foreign Companies Accountable Act or HFCAA was signed into law.

22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which became law in December 2020 and prohibits foreign companies from

listing their securities on U.S.

exchanges if the company has been unavailable for PCAOB inspection or investigation for three consecutive

As a result of the HFCAA, trading in ATIF BVI’s securities may be prohibited if the PCAOB determines that it cannot inspect

or fully investigate ATIF BVI’s auditor.

Furthermore, in June 2021, the Senate passed the AHFCAA, which was signed into law on December

29, 2022, reducing the time period for delisting of foreign companies under the HFCAA to two consecutive years, instead of three years.

Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021, which found that the PCAOB was unable to inspect

or investigate completely certain named registered public accounting firms headquartered in mainland China and Hong Kong.

Our independent

registered public accounting firm is headquartered in Denver, Colorado, and has been inspected by the PCAOB on a regular basis and as

such, it is not affected by or subject to the PCAOB’s 2021 Determination Report.

On August 26, 2022, the SEC issued a statement

announcing that the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the People’s Republic of China

governing inspections and investigations of audit firms based in China and Hong Kong, jointly agreeing on the need for a framework.

December 15, 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms

headquartered in mainland China and Hong Kong and voted to vacate the previous 2021 Determination Report to the contrary.

Notwithstanding

the foregoing, in the future, if there is any regulatory change or step taken by PRC regulators that does not permit our auditor to provide

audit documentations located in China to the PCAOB for inspection or investigation, you may be deprived of the benefits of such inspection

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

capital markets and trading of our securities, including trading

on the national exchange and trading on “over-the-counter” markets, may be prohibited under the HFCAA and AHFCAA and/or PCAOB

may consider the need to issue new determinations consistent with the HFCAA and Rule 6100.

The recent developments would

add uncertainties to our offering and we cannot assure you whether Nasdaq would apply additional and more stringent criteria to us after

considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training,

or sufficiency of resources, geographic reach, or experience as it relates to our audit.

Corporate Office

principal executive office and production facility is located in Lake Forest, California, USA, where we lease approximately 7237 square

feet of office space and is located in 25391 Commercentre Dr.

Our principal executive office and production

facility is located in Lake Forest, California, USA, where we lease approximately 7237 square feet of office space and is located in 25391

Commercentre Dr.

Ste 200, Lake Forest, CA 92630.

The telephone number at our principal executive

office is 308-888-8888.

The telephone number at our principal executive office is 308-888-8888.

that these existing facilities will be adequate for our current needs and that suitable additional or alternative space will be available

2 unchanged sentences

Our Internet address is www.ipoex.com.

We make available on our website our reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably

practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”).

Other than the information expressly set forth in this annual report, the information contained, or referred to, on our website is not

part of this annual report.

The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements,

and other information regarding issuers, such as us, that file electronically with the SEC.

available on our website our reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable

after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”).

the information expressly set forth in this annual report, the information contained, or referred to, on our website is not part of this

annual report.

The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information

regarding issuers, such as us, that file electronically with the SEC.

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