What changed in this filing

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Item 1. Business

2022-05-31 compared with 2021-05-28 · 518 added, 450 removed, 188 unchanged (84% of the section changed)

( FingerMotion or the Company ) The Company is a mobile data specialist company incorporated

in Delaware, USA, with its head office located at 1460 Broadway, New York, New York, 10036.

The Company operates the following

lines of business:

( FingerMotion or the Company ) The Company is a mobile data specialist company incorporated in

Delaware, USA, with its head office located at 1460 Broadway, New York, New York, 10036.

The Company operates the following lines of

(i) Telecommunications Products and Services;

(ii) Short Message Services ( SMS ) and Multimedia

Messaging Services ( MMS );

(iii) a rich communication services ( RCS ) platform;

data insights;

and (v) a video games division (inactive).

(ii) Value Added Products and Services (iii) Short Message Services

( SMS ) and Multimedia Messaging Services ( MMS );

(iv) a Rich Communication Services

( RCS ) platform;

(v) Big Data Insights;

and (vi) a Video Games Division (inactive).

Telecommunications

Products and Services

Company has offered telecommunication products and services in China since September 2018, with its current product mix consisting

of payment and recharge services, data plans, subscription plans, mobile phones, and loyalty points redemption.

Chinese mobile

phone consumers often utilize third-party e-marketing websites to pay their phone bills.

If the consumer connected directly to

the telecommunications provider to pay his or her bill, the consumer would miss out on any benefits or marketing discounts that

e-marketers provide.

Thus, consumers log on to these e-marketers websites, click into their respective phone providers

store, and top up, or pay, their telecommunications provider for additional mobile data and talk time.

connect to the respective mobile telecommunications providers, these e-marketers must utilize a portal licensed by the applicable

telecommunication company that processes the payment.

We have been granted one of these licenses by China United Network Communications

Group Co., Ltd.

( China Unicom ) and China Mobile Communications Corporation ( China Mobile ),

each of which is a major telecommunications provider in China.

We principally earn revenue by providing mobile payment and recharge

services to customers of China Unicom and China Mobile.

started and commercialized its Business to Business ( B2B ) model by integrating with various

e-commerce platforms to provide its mobile payment and recharge services to subscribers or end consumers.

In the first quarter

of 2019 FingerMotion expanded its business by commercializing its first Business to Consumer ( B2C )

model, offering the telecommunication providers products and services, including data plans, subscription plans, mobile

phones, and loyalty points redemption, directly to subscribers or customers of the e-commerce companies, such as PinDuoDuo ( PDD )

and TMall ( TMALL ).

The Company is planning to further expand its universal exchange platform by setting up

B2C stores on several other major e-commerce platforms in China.

In addition to that, we have been assigned as one of Chinas

Mobiles loyalty redemption partner where we will be providing the services for their customers via our platform.

Companys current product mix consisting of payment and recharge services, data plans, subscription plans, mobile phones, loyalty

points redemption and other products bundles (i.e.

mobile protection plans).

Chinese mobile phone consumers often utilize third-party

e-marketing websites to pay their phone bills.

If the consumer connected directly to the telecommunications provider to pay his or her

bill, the consumer would miss out on any benefits or marketing discounts that e-marketers provide.

Thus, consumers log on to these e-marketers

websites, click into their respective phone providers store, and top up, or pay, their telecommunications provider

for additional mobile data and talk time.

connect to the respective mobile telecommunications providers, these e-marketers must utilize a portal licensed by the applicable telecommunication

company that processes the payment.

We have been granted one of these licenses by China United Network Communications Group Co., Ltd.

( China Unicom ) and China Mobile Communications Corporation ( China Mobile ), each of which is

a major telecommunications provider in China.

We principally earn revenue by providing mobile payment and recharge services to customers

of China Unicom and China Mobile.

conduct our mobile payment business through Shanghai JiuGe Technology Co., Ltd.

( JiuGe Techology ), our contractually

controlled affiliate through the entry into a series of agreements known as variable interest agreements (the VIE Agreements )

in October 2018.

In the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute mobile

data for businesses and corporations in nine provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai,

Zhejiang, Shaanxi, Inner Mongolia, Henan and Fujian.

In September 2018, JiuGe Technology launched and commercialized mobile payment and

recharge services to businesses for China Unicom.

In May 2021, JiuGe Technology signed a volume-based agreement with China Mobile Fujian

to offer recharge services to the Fujian province which we have launched and commercialized in November 2021.

JiuGe Technology mobile payment and recharge platform enables the seamless delivery of real-time payment and recharge services to third-party

channels and businesses.

We earn a rebate from each telecommunications company on the funds paid by consumers to the telecommunications

companies we process.

To encourage consumers to utilize our portal instead of using our competitors platforms or paying China

Unicom or China Mobile directly, we offer mobile data and talk time at a rate discounted from these companies stated rates, which

are also the rates we must pay to them to purchase the mobile data and talk time provided to consumers through the use of our platform.

Accordingly, we earn income on the rebates we receive from China Unicom and China Mobile, reduced by the amounts by which we discount

the mobile data and talk time sold through our platform.

started and commercialized its Business to Business ( B2B ) model by integrating with various e-commerce

platforms to provide its mobile payment and recharge services to subscribers or end consumers.

In the first quarter of 2019 FingerMotion

expanded its business by commercializing its first Business to Consumer ( B2C ) model, offering the

telecommunication providers products and services, including data plans, subscription plans, mobile phones, and loyalty points

redemption, directly to subscribers or customers of the e-commerce companies, such as PinDuoDuo ( PDD ) and TMall

The Company is planning to further expand its universal exchange platform by setting up B2C stores on several

other major e-commerce platforms in China.

In addition to that, we have been assigned as one of Chinas Mobiles loyalty

redemption partner where we will be providing the services for their customers via our platform.

Additionally,

as previously disclosed, on July 7, 2019, JiuGe Technology, our contractually controlled affiliate, entered into that certain Yunnan

Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the Cooperation Agreement ) with

China Unicoms Yunnan subsidiary.

Under the Cooperation Agreement, JiuGe Technology is responsible for constructing and operating

China Unicoms electronic sales platform through which consumers can purchase various goods and services from China Unicom, including

mobile telephones, mobile telephone service, broadband data services, terminals, smart devices and related financial insurance.

The Cooperation Agreement provides that JiuGe Technology is required to construct and operate the platforms webpage in accordance

with China Unicoms specifications and policies, and applicable law, and bear all expenses in connection therewith.

As consideration

for the service it provides under the Cooperation Agreement, JiuGe Technology receives a percentage of the revenue received from all

sales it processes for China Unicom on the platform.

The Cooperation Agreement expires three years from the date of its signature with

a yearly auto-renewal clause, but it may be terminated by (i) JiuGe Technology upon three months written notice or (ii) by China

Unicom unilaterally.

the recent fiscal year, the Company expanded its offering under their telecommunication product and services by increasing their product

line revenue streams.

In March 2020, FingerMotion secure a contract with both China Mobile and China Unicom to acquire new users to take

up the respective subscription plans Recently, in February 2021, we increased the mobile phones sales to end users using all of our platforms.

This business will continue to contribute to the overall revenue for the group as part of our offering to our customers.

Added Product and Services

are new product and services that the Company will secure and work with the telecommunication provider and all our e-commerce platform

partners to market.

The current and upcoming value-added product is the Mobile Protection programs which we will launch soon.

and MMS Services

beginning of 2019, the Company expanded into a second partnership with the telecom companies by acquiring bulk Short Message Service

( SMS ) and Multimedia Messaging Service ( MMS ) bundles at reduced prices and offering

bulk SMS services to end consumers with competitive pricing.

FingerMotions subsidiary, Beijing XunLian TianXia Technology

( Beijing Technology ), retains a license from the Ministry of Industry and Information Technology

( MIIT ) to operate the SMS and MMS business in the PRC.

Similar to the mobile payment and recharge business,

Beijing Technology is required to make a deposit or bulk purchase in advance and has secured business customers, including premium

car manufacturers, hotel chains, airlines and e-commerce companies, that utilize Beijing Technologys SMS integrated platform

to send bulk SMS text messages monthly.

Beijing Technology has the capability to manage and track the entire process, including

guiding the Companys customer to meet MIITs guidelines on messages composed, until the SMS messages have been delivered

successfully.

March 7, 2019, the Company through JiuGe Technology acquired Beijing XunLian TianXia Technology Co., Ltd.

( Beijing Technology ),

a company in the business of providing mass SMS text services to businesses looking to communicate with large numbers of their customers

and prospective customers.

With this acquisition, the Company expanded into a second partnership with the telecom companies by acquiring

bulk Short Message Service (SMS ) and Multimedia Messaging Service ( MMS ) bundles at reduced

prices and offering bulk SMS services to end consumers with competitive pricing.

FingerMotions subsidiary, Beijing Technology,

retains a license from the Ministry of Industry and Information Technology (MIIT) to operate the SMS and MMS business

Similar to the mobile payment and recharge business, Beijing Technology is required to make a deposit or bulk purchase in

advance and has secured business customers, including premium car manufacturers, hotel chains, airlines and e-commerce companies, that

utilize Beijing Technologys SMS integrated platform to send bulk SMS text messages monthly.

Beijing Technology has the capability

to manage and track the entire process, including guiding the Companys customer to meet MIITs guidelines on messages composed,

until the SMS messages have been delivered successfully.

Communication Services

March 2020, the Company began development of an RCS platform, also known as MaaP (Messaging as a Platform).

This RCS platform

will be a proprietary business messaging platform that enables businesses and brands to communicate and service their customers

on the 5G infrastructure, delivering a better and more efficient user experience at a lower cost.

For example, with the new 5G

RCS message service, consumers will have the ability to list available flights by sending a message regarding a holiday, and will

also be able to book and buy flights by sending messages.

This will allow telecommunication providers like China Unicom and China

Mobile to retain users on their systems, without having to utilize third party apps or log onto the internet, which will increase

their user retention.

We expect this to open up a new marketing channel for the Companys current and prospective business

This RCS platform will be

a proprietary business messaging platform that enables businesses and brands to communicate and service their customers on the 5G infrastructure,

delivering a better and more efficient user experience at a lower cost.

For example, with the new 5G RCS message service, consumers will

have the ability to list available flights by sending a message regarding a holiday and will also be able to book and buy flights by

sending messages.

This will allow telecommunication providers like China Unicom and China Mobile to retain users on their systems, without

having to utilize third party apps or log onto the internet, which will increase their user retention.

We expect this to open up a new

marketing channel for the Companys current and prospective business partners.

We have undertaken several beta-testing and are

currently waiting for the approval from the telecommunication providers to launch.

Data Insights

July 2020, the Company launched its proprietary technology platform Sapientus as its big data insights arm to deliver

data-driven solutions and insights for businesses within the insurance, healthcare, and financial services industries.

the information gathered via the Companys licensed access to telecommunication data, Sapientus transforms raw telco data

into basic building blocks, statistical measures, and behavioral inferences, while layering in auxiliary contextual information,

to extract behavioral insights and power revolutionary applications for insurance and financial services.

July 2020, the Company launched its proprietary technology platform Sapientus as its big data insights arm to deliver data-driven

solutions and insights for businesses within the insurance, healthcare, and financial services industries.

The Company applies its vast

experience in the insurance and financial services industry and capabilities in technology and data analytics to develop revolutionary

solutions targeted towards insurance and financial consumers.

Integrating diverse publicly available information, insurance and financial

based data with technology and finally registering them into the FingerMotion telecommunications and insurance ecosystem, the Company

would be able to provide functional insights and facilitate the transformation of key components of the insurance value chain, including

driving more effective and efficient underwriting, enabling fraud evaluation and management, empowering channel expansion and market

penetration through novel product innovation, and more.

The ultimate objective is to promote, enhance and deliver better value to our

partners and customers.

Companys proprietary risk assessment engine offers standard and customized scoring and appraisal services based on multi-dimensional

The Company has the ability to provide potential customers and partners with various big data enabled applications including

preferred risk selection, precision marketing, product customization, and claims management (e.g.

fraud detection).

The Companys

mission is to deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance industries

that result in more accurate risk assessments, more efficient processes, and a more delightful user experience.

The Company has the ability to provide potential customers and partners with insights-driven and technology-enabled solutions

and applications including preferred risk selection, precision marketing, product customization, and claims management (e.g., fraud detection).

The Companys mission is to deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance

industries that result in more accurate risk assessments, more efficient processes, and a more delightful user experience.

or around January 25, 2021, the Companys wholly owned subsidiary, Finger Motion Financial Company Limiteds, big data analytic

arm branded Sapientus, entered into a services agreement with Pacific Life Re, a global life reinsurer serving the insurance

industry with a comprehensive suite of products and services.

or around December 6, 2021, the Company through JiuGe Technology formed a collaborative research alliance with Munich Re, a large global

reinsurer, in extending behavioural analytics to enhance understanding of morbidity and behavioral patterns in the China market, with

the goal of creating value for both insurers and the end insurance consumers through better technology, product offering and customer

Video Game Division

video game industry covers multiple sectors and is currently experiencing a move away from physical games towards digital software.

Advances in technology and streaming now allow users to download games rather than visiting retailers.

Video game publishers are

expanding their direct-to-consumer channels with mobile gaming, the current growth leader, and eSports and virtual reality gaining

momentum as the next big sectors.

June 2018, we temporarily paused its publishing and operating plans for existing games, and the Companys board of directors

decided to re-focus the companys resources into new business opportunities in China, particularly the mobile phone payment

and data business.

in technology and streaming now allow users to download games rather than visiting retailers.

Video game publishers are expanding their

direct-to-consumer channels with mobile gaming, the current growth leader, and eSports and virtual reality gaining momentum as the next

June 2018, we temporarily paused its publishing and operating plans for existing games, and the Companys board of directors decided

to re-focus the companys resources into new business opportunities in China, particularly the mobile phone payment and data business.

Company was initially incorporated as Property Management Corporation of America on January 23, 2014 in the State of Delaware.

June 21, 2017, the Company amended its certificate of incorporation to effect a 1-for-4 reverse stock split of the Companys

outstanding common stock, to increase the authorized shares of common stock to 200,000,000 shares and to change the name of the

Company from Property Management Corporation of America to FingerMotion, Inc. (the Corporate

The Corporate Actions and the amended certificate of incorporation became effective on June 21, 2017.

June 21, 2017, the Company amended its certificate of incorporation to effect a 1-for-4 reverse stock split of the Companys outstanding

common stock, to increase the authorized shares of common stock to 200,000,000 shares and to change the name of the Company from Property

Management Corporation of America to FingerMotion, Inc. (the Corporate Actions ).

The Corporate

Actions and the amended certificate of incorporation became effective on June 21, 2017.

principal executive offices are located at 1460 Broadway, New York, New York 10036, and our telephone number at that address is (347)

(347) 349-5339.

are a holding company incorporated in Delaware and not an operating company incorporated in the Peoples Republic of China (the

PRC or China).

As a holding company, we conduct a significant part of our operations through our subsidiaries

and through the VIE Agreements with the VIE based in China.

To address challenges resulting from laws, policies and practices that may

disfavor foreign-owned entities that operate within industries deemed sensitive by the Chinese government, we use the VIE structure to

replicate foreign investment in the PRC-based companies.

We own 100% of the equity of a WFOE, Shanghai JiuGe Business Management Co.,

Ltd., which has entered into the VIE Agreements with the VIE, which is owned by Ms.

Li Li the legal representative and general manager,

and also the shareholder of the VIE.

As a result of our use of the VIE structure, you may never directly hold equity interests the VIE.

The securities offered pursuant to this prospectus are securities of the Company, the Delaware holding company, not of the VIE.

fund the registered capital and operating expenses of the VIE by extending loans to the shareholders of the VIE.

We believe that we are

the primary beneficiary of the VIE because the VIE Agreements governing the relationship between the VIE and our WFOE, which include

a consulting services agreement, a loan agreement, a power of attorney agreement, a call option agreement, and a share pledge agreement,

enable us to (i) exercise effective control over the VIE, (ii) receive substantially all of the economic benefits of the VIE, and (iii)

have an exclusive call option to purchase, at any time, all or part of the equity interests in and/or assets of the VIE to the extent

permitted by Chinese laws.

Exchange Agreement

July 13, 2017, the Company entered into that certain Share Exchange Agreement (the Share Exchange Agreement )

by and among the Company, Finger Motion Company Limited, a Hong Kong corporation ( FMCL ) and certain shareholders

of FMCL (the FMCL Shareholders ).

FMCL, a Hong Kong corporation, was formed on April 6, 2016 and is an information

technology company that specializes in operating and publishing mobile games.

Pursuant to the Share Exchange Agreement, the Company

agreed to exchange the outstanding equity stock of FMCL held by the FMCL Shareholders for shares of common stock of the Company.

On the closing date of the Share Exchange Agreement, the Company issued approximately 12,000,000 shares of common stock to the

FMCL shareholders.

In addition, the Company issued 600,000 shares to consultants in connection with the transactions contemplated

by the Share Exchange Agreement, and 2,562,500 additional shares to accredited investors, which was a concurrent financing but

not a condition of closing the Share Exchange Agreement.

a result of the Share Exchange Agreement and the other transactions contemplated thereunder, FMCL became a wholly owned subsidiary

of the Company.

July 13, 2017, the Company entered into that certain Share Exchange Agreement (the Share Exchange Agreement ) by

and among the Company, Finger Motion Company Limited, a Hong Kong corporation ( FMCL ) and certain shareholders of

FMCL (the FMCL Shareholders ).

FMCL, a Hong Kong corporation, was formed on April 6, 2016 and is an information technology

company that specializes in operating and publishing mobile games.

Pursuant to the Share Exchange Agreement, the Company agreed to exchange

the outstanding equity stock of FMCL held by the FMCL Shareholders for shares of common stock of the Company.

On the closing date of

the Share Exchange Agreement, the Company issued 12,000,000 shares of common stock to the FMCL shareholders.

In addition, the Company

issued 600,000 shares to consultants in connection with the transactions contemplated by the Share Exchange Agreement, and 2,562,500

additional shares to accredited investors, which was a concurrent financing but not a condition of closing the Share Exchange Agreement.

a result of the Share Exchange Agreement and the other transactions contemplated thereunder, FMCL became a wholly owned subsidiary of

The Company operates its video game division through FMCL.

However, in June 2018, the Company decided to pause

the operation of the game division as it saw the opportunity in the telecommunication business and have since refocused into this

However, in June 2018, the Company decided to pause the operation

of the game division as it saw the opportunity in the telecommunication business and have since refocused into this business.

description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the terms

of the Share Exchange Agreement, which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2017

and incorporated by reference herein.

October 16, 2018, the Company, through its indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd.

1 unchanged sentence

pursuant to which Shanghai JiuGe Information Technology Co., Ltd.

( JiuGe Technology ) became our contractually

controlled affiliate.

The use of VIE agreements is a common structure used to acquire PRC corporations, particularly in certain

industries in which foreign investment is restricted or forbidden by the PRC government.

The VIE Agreements include a Consulting

Services Agreement, a Loan Agreement, a Power of Attorney Agreement, a Call Option Agreement, and a Share Pledge Agreement in

order to secure the connection and commitments of the JiuGe Technology.

We operate our mobile payment platform business through

JiuGe Technology.

( JiuGe Technology ) became our contractually controlled

The use of VIE agreements is a common structure used to acquire PRC corporations, particularly in certain industries in which

foreign investment is restricted or forbidden by the PRC government.

The VIE Agreements include a Consulting Services Agreement, a Loan

Agreement, a Power of Attorney Agreement, a Call Option Agreement, and a Share Pledge Agreement in order to secure the connection and

commitments of the JiuGe Technology.

We operate our mobile payment platform business through JiuGe Technology.

VIE Agreements included:

consulting services agreement through which JiuGe Management is mainly engaged in data marketing, technical services, technical

consulting and business consultancy to JiuGe Technology (the JiuGe Technology Consulting Services Agreement );

loan agreement through which JiuGe Management grants a loan to the Legal Representative of JiuGe Technology for the purpose of

capital contribution (the JiuGe Technology Loan Agreement );

consulting services agreement through which JiuGe Management is mainly engaged in data marketing, technical services, technical consulting

and business consultancy to JiuGe Technology (the JiuGe Technology Consulting Services Agreement );

loan agreement through which JiuGe Management grants a loan to the Legal Representative of JiuGe Technology for the purpose of capital

contribution (the JiuGe Technology Loan Agreement );

power of attorney agreement under which the owner of JiuGe Technology has vested their collective voting control over JiuGe Technology

4 unchanged sentences

Technology Call Option Agreement );

share pledge agreement under which the owner of JiuGe Technology has pledged all of their rights, titles and interests in JiuGe

Technology to JiuGe Management to guarantee JiuGe Technologys performance of its obligations under the JiuGe Technology

Consulting Services Agreement (the JiuGe Technology Share Pledge Agreement ).

share pledge agreement under which the owner of JiuGe Technology has pledged all of their rights, titles and interests in JiuGe Technology

to JiuGe Management to guarantee JiuGe Technologys performance of its obligations under the JiuGe Technology Consulting Services

Agreement (the JiuGe Technology Share Pledge Agreement ).

the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute mobile data for businesses

and corporations in 9 provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi

and Inner Mongolia.

and corporations in 9 provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi and

Inner Mongolia.

September 2018, JiuGe Technology launched and commercialized mobile payment and recharge services to businesses for China Unicom.

The JiuGe Technology mobile payment and recharge platform enables the seamless delivery of real-time payment and recharge services

to third-party channels and businesses.

We earn a negotiated rebate amount from each of China Unicom and China Mobile for all

monies paid by consumers to China Unicom and China Mobile that we process.

To encourage consumers to utilize our portal instead

of using our competitors platforms or paying China Unicom or China Mobile directly, we offer mobile data and talk time

at a rate discounted from these companies stated rates, which are also the rates we must pay to them to purchase the mobile

data and talk time provided to consumers through the use of our platform.

Accordingly, we earn income on the rebates we receive

from the telecommunications companies, reduced by the amounts by which we discount the mobile data and talk time sold through

our platform.

JiuGe Technology mobile payment and recharge platform enables the seamless delivery of real-time payment and recharge services to third-party

channels and businesses.

We earn a negotiated rebate amount from each of China Unicom and China Mobile for all monies paid by consumers

to China Unicom and China Mobile that we process.

To encourage consumers to utilize our portal instead of using our competitors

platforms or paying China Unicom or China Mobile directly, we offer mobile data and talk time at a rate discounted from these companies

stated rates, which are also the rates we must pay to them to purchase the mobile data and talk time provided to consumers through the

use of our platform.

Accordingly, we earn income on the rebates we receive from the telecommunications companies, reduced by the amounts

by which we discount the mobile data and talk time sold through our platform.

October 2018, China Unicom and China Mobile awarded JiuGe Technology with contracts that established partnerships for data analysis,

that could unlock potential value-added services.

description of the VIE Agreements discussed above do not purport to be complete and are qualified in their entirety by reference to the

terms of the VIE Agreements, which were filed as exhibits to our Current Report on Form 8-K filed with the SEC on December 27, 2018 and

are incorporated by reference herein.

of Beijing Technology

1 unchanged sentence

( Beijing Technology ),

a company in the business of providing mass SMS text services to businesses looking to communicate with large numbers of their

customers and prospective customers.

Through Beijing Technology, the Company entered into the business of mass SMS text message

service as a compliment to its mobile payment and recharge business.

The mass SMS text message service offers bulk SMS services

to end consumers with competitive pricing.

Currently, the Companys SMS integrated platform is processing more than 150

million SMS text messages per month.

Beijing Technology retains a license from the Ministry of Industry and Information Technology

to operate SMS and MMS business in the PRC.

Similar to the mobile recharge business, Beijing Technology is required to make a

deposit or bulk purchase in advance and has secured business customers that will utilize Beijing Technologys SMS integrated

platform to send bulk SMS text messages monthly.

Beijing Technology has the capability to manage and track the entire process,

including to assist the Companys clients to fulfill the government guidelines, until the SMS messages have been delivered

successfully.

a company in the business of providing mass SMS text services to businesses looking to communicate with large numbers of their customers

and prospective customers.

Through Beijing Technology, the Company entered into the business of mass SMS text message service as a compliment

to its mobile payment and recharge business.

The mass SMS text message service offers bulk SMS services to end consumers with competitive

Currently, the Companys SMS integrated platform is processing more than 150 million SMS text messages per month.

Technology retains a license from the Ministry of Industry and Information Technology to operate SMS and MMS business in the PRC.

to the mobile recharge business, Beijing Technology is required to make a deposit or bulk purchase in advance and has secured business

customers that will utilize Beijing Technologys SMS integrated platform to send bulk SMS text messages monthly.

Beijing Technology

has the capability to manage and track the entire process, including to assist the Companys clients to fulfill the government

guidelines, until the SMS messages have been delivered successfully.

Unicom Cooperation Agreement

2 unchanged sentences

Unicom Yunnan ).

Under the Cooperation Agreement, JiuGe Technology is responsible for constructing and operating China

Unicom Yunnans electronic sales platform through which consumers can purchase various goods and services from China Unicom

Yunnan, including mobile telephones, mobile telephone service, broadband data services, terminals, smart devices

and related financial insurance.

The Cooperation Agreement provides that JiuGe Technology is required to construct and operate

the platforms webpage in accordance with China Unicom Yunnans specifications and policies, and applicable law, and

bear all expenses in connection therewith.

As consideration for the services it provides under the Cooperation Agreement, JiuGe

Technology receives a percentage of the revenue received from all sales it processes for China Unicom Yunnan on the platform.

Cooperation Agreement expires three years from the date of its signature, but it may be terminated by (i) JiuGe Technology upon

three months written notice or (ii) by China Unicom Yunnan unilaterally.

The Cooperation Agreement contains customary representations

from each party regarding such partys authority to enter into and perform under the Cooperation Agreement, and provides

customary events of default, including for various types of failure to perform.

Any disputes arising between the parties under

the Cooperation Agreement will be adjudicated in Chinese courts.

description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the

terms of the Cooperation Agreement, which is attached hereto as Exhibit 10.7 and is incorporated herein by this reference.

Mobile Cooperation Agreement

December 2020, JiuGe Technology entered into a strategic cooperation agreement (the China Mobile Cooperation Agreement )

with China Mobiles subsidiary, China Mobile Financial Technology Co., Ltd.

( China Mobile Financial )

to explore and create a new forward-leaning business model that combines the traditional loyalty point redemption business with

an e-commerce platform designed to create a higher evolution of brand loyalty.

the beginning of 2020, JiuGe Technology began actively seeking cooperation with China Mobile Financial, given China Mobiles

years of experience in the financial services industry.

Currently, of China Mobiles estimated 900 million subscribers,

only an estimated 600 million currently participate and accumulate points within the loyalty reward program, often referred to

as Points Mall, meaning there is still plenty of room for growth.

These estimated 600 million subscribers have accumulated

an aggregate of points worth an estimated 20 billion yuan (approximately US$2.86 billion) (Source:

China Securities Journal, China

Mobile will open points ecological stock, customer points worth over 20 billion yuan, Yang Jie, November

Points Mall business is the US equivalent of a loyalty rewards program.

The program uses points as

a form of currency that allows users to exchange them for products and services.

The loyalty program strives to keep its content

fresh and is on the lookout for partnerships with other unique brands to expand the universe of redemption products and services

Under the Cooperation Agreement, JiuGe Technology is responsible for constructing and operating China Unicom

Yunnans electronic sales platform through which consumers can purchase various goods and services from China Unicom Yunnan, including

mobile telephones, mobile telephone service, broadband data services, terminals, smart devices and related financial insurance.

The Cooperation Agreement provides that JiuGe Technology is required to construct and operate the platforms webpage in accordance

with China Unicom Yunnans specifications and policies, and applicable law, and bear all expenses in connection therewith.

As consideration

for the services it provides under the Cooperation Agreement, JiuGe Technology receives a percentage of the revenue received from all

sales it processes for China Unicom Yunnan on the platform.

Cooperation Agreement expires three years from the date of its signature with a yearly auto-renewal clause, but it may be terminated

by (i) JiuGe Technology upon three months written notice or (ii) by China Unicom Yunnan unilaterally.

The Cooperation Agreement

contains customary representations from each party regarding such partys authority to enter into and perform under the Cooperation

Agreement, and provides customary events of default, including for various types of failure to perform.

Any disputes arising between

the parties under the Cooperation Agreement will be adjudicated in Chinese courts.

description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of

the Cooperation Agreement, which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 9, 2019 and is

incorporated by reference herein.

January 2022, Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd.

(Tenglian) (a 99% owned subsidiary

of Shanghai JiuGe Information Technology Co., Ltd.) signed a co-operation agreement with China Unicom to launch the Device Protection

program for mobile phones and the new 5G phones.

Intercorporate

Relationships

following is a list of all of our subsidiaries and the corresponding date of jurisdiction of incorporation or organization and

the ownership interest of each.

following is a list of all of our subsidiaries and the corresponding date of jurisdiction of incorporation or organization and the ownership

interest of each.

All of our subsidiaries are directly or indirectly owned or controlled by us:

28 unchanged sentences

is a 99% owned subsidiary of Shanghai JiuGe Information Technology

we do not directly hold equity interests in the VIE, we are subject to risks and uncertainties of the interpretations and applications

of Chinese laws and regulations, including but not limited to, the validity and enforcement of the VIE Agreements among the WFOE, the

VIE and the shareholder of the VIE.

We are also subject to the risks and uncertainties about any future actions of the Chinese government

in this regard that could disallow the VIE structure, which would likely result in a material change in our operations and may cause

the value of our Common Shares to depreciate significantly or become worthless.

VIE Agreements may not be as effective as direct ownership in providing operational control.

For instance, the VIE and its shareholders

could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner

or taking other actions that are detrimental to our interests.

The shareholder of the VIE may not act in the best interests of our Company

or may not perform their obligations under the VIE Agreements.

Such risks exist throughout the period in which we intend to operate certain

portions of our business through the VIE Agreements with the VIE.

In the event that the VIE or its shareholder fail to perform their

respective obligations under the VIE Agreements, we may have to incur substantial costs and expend additional resources to enforce such

arrangements.

In addition, even if legal actions are taken to enforce the VIE Agreements, there is uncertainty as to whether Chinese

courts would recognize or enforce judgments of U.S.

courts against us or such persons predicated upon the civil liability provisions

of the securities laws of the United States or any state.

See Risk Factors—Risks Related to the VIE Agreements.

rely on the VIE Agreements with the VIE and its shareholder for a significant portion of our business operations.

The VIE Agreements

may not be as effective as direct ownership in providing operational control.

Any failure by the VIE or its shareholder to perform their

obligations under such contractual arrangements would have a material and adverse effect on our business.

of the date of this prospectus, we and the VIE are not required to seek permissions from the CSRC, the Cyberspace Administration of China

(the CAC), or any other entity that is required to approve of the operations of the VIE.

Nevertheless, Chinese regulatory

authorities may in the future promulgate laws, regulations or implement rules that require us, our subsidiaries or the VIEs to obtain

permissions from such regulatory authorities to approve the operations of the VIE or any securities listing.

Telecommunications

2 unchanged sentences

telecommunication operators focused their efforts on expanding their retail presence;

however, consumer behaviors and demands

have shifted from offline to online.

In 2018, the Company developed a proprietary universal exchange platform called PigeonHoles

Integration System, which provides seamless integration between telecommunication operators and online stores servicing

Chinese consumers all around China.

however, consumer behaviors and demands have shifted

from offline to online.

In 2018, the Company developed a proprietary universal exchange platform called PigeonHoles Integration

System, which provides seamless integration between telecommunication operators and online stores servicing Chinese consumers

all around China.

Companys products and services offerings include the following:

Product / Service

Recharge Services

The Company offers recharge services to consumers throughout China.

The Company offers mobile data plans to consumers, including 5G plans.

The Company offers mobile phones to consumers online.

Upon order completion, the Companys up-stream partners or phone distributors (VSens and ZhengZhouXinSiWei) will arrange direct delivery to the customer.

Loyalty Points Redemption

As one of China Mobiles loyalty point redemption partners, the Company provides loyalty point redemption services for their customers via the Companys platforms.

Subscription Plan

The Company acquires new customers by offering telecommunication subscription plans.

The Company shares revenue with telecommunication operators on a new subscribers spending over the following 12 months.

Company partners with all three major telecommunication operators in China, namely China Mobile, China Unicom and China Telecom,

to offer its products and services:

Telecommunication Operator

Products and Services

Recharge Service

Loyalty Points Redemption

Company offers recharge services to consumers throughout China.

Company offers mobile data plans to consumers, including 5G plans.

Company offers mobile phones to consumers online.

Upon order completion, the Companys up-stream partners or phone distributors

(VSens and ZhengZhouXinSiWei) will arrange direct delivery to the customer.

Company acquires new customers by offering telecommunication subscription plans.

The Company shares revenue with telecommunication operators

on a new subscribers spending over the following 12 months.

Added Products and Services

product lines and services will be brought in by the Company to offer to the existing user base through the delivery channels of the

Telecommunication partners and the platform partners.

Company partners with all three major telecommunication operators in China, namely China Mobile, China Unicom and China Telecom, to offer

its products and services:

Telecommunication

Subscription Plans

China Unicom (1)

Recharge Service

Mobile Protection Plans

Subscription Plan

China Telecom

Recharge Service

Company anticipates extending its services with China Unicom to include loyalty points redemption in the very near future.

2020, the Company entered into arrangements with two third party smartphone distributors (VSens and ZhengZhouXinSiWei) to extend

their product offerings across online stores on various platforms.

The Company plans to commercialize the offering in the first

quarter of 2021.

Company currently operates online stores and pages on various e-commerce and social media platforms, gaining access to millions

of users without having to incur the associated marketing expenditures or user acquisition investments.

Name of Online Stores

Partners / Platform

JiuGe TongXin Store

Telco Products & Services

JiuGe Digital Store

Mobile Phones

HeNan China Mobile Store

China Mobile Flagship Store

YunNan China Unicom Store

China Unicom Flagship Store

ChiFeng China Mobile Store

China Mobile Flagship Store

YunNan China Unicom Store

PingDuoDuo.com

China Unicom Flagship Store

JiuGe Mobile Data Store

Mobile Protection Plans

2020, the Company entered into arrangements with two third party smartphone distributors (VSens and ZhengZhouXinSiWei) to extend their

product offerings across online stores on various platforms.

The Company plans to commercialize the offering in the first quarter of

Company currently operates online stores and pages on various e-commerce and social media platforms, gaining access to millions of users

without having to incur the associated marketing expenditures or user acquisition investments.

of Online Stores

TongXin Store

Products & Services

China Mobile Store

Mobile Flagship Store

Mobile Data Store

PingDuoDuo.com

Telco Products & Services

YunNan China Unicom Store

China Unicom Flagship Store

and MMS Service

Message Service (SMS) remains the only secure and reliable communication medium that connects all telecommunication operators

In 2019, the telecommunications industry in China sent a total of around 1,506 billion SMS, 1 equivalent to

a market size of RMB 39.2 billion (~$5.85 billion), a year-on-year increase of 37.5% compared to 2018.

2 The Company

was responsible for 1.2 billion, or 0.08% of market share.

Products & Services

Mobile Data Store

Products & Services

and MMS Services

Message Service (SMS) remains the only secure and reliable communication medium that connects all telecommunication operators globally.

In 2019, the telecommunications industry in China sent a total of around 1,506 billion SMS, 1 equivalent to a market size

of RMB 39.2 billion (~$5.85 billion), a year-on-year increase of 37.5% compared to 2018.

2 The Company was responsible for

1.2 billion, or 0.08% of market share.

are strict policies imposed by the Chinese government regulating message broadcasting via the SMS protocol.

One key metric being

monitored is the rate of public complaints on messages received via SMS, with the aim of fighting spam messages and blocking uncensored

early 2019, the Company completed beta testing of its proprietary SMS Integrated System and the commercialization phase began

in April 2019.

The SMS Integrated System provides a robust back-end control panel for corporate partners to access and manage

their own messaging settings.

Corporate partners can upload a list of targeted members, compose text or multimedia messages and

define broadcasting settings.

All messages must be submitted to the ministry for review before being delivered to telecommunication

operators back-end for broadcasting.

One key metric being monitored

is the rate of public complaints on messages received via SMS, with the aim of fighting spam messages and blocking uncensored messages.

early 2019, the Company completed beta testing of its proprietary SMS Integrated System and the commercialization phase began in April

The SMS Integrated System provides a robust back-end control panel for corporate partners to access and manage their own messaging

Corporate partners can upload a list of targeted members, compose text or multimedia messages and define broadcasting settings.

All messages must be submitted to the ministry for review before being delivered to telecommunication operators back-end for broadcasting.

mass SMS text message service offers bulk SMS services to end consumers with competitive pricing.

Beijing Technology retains a

license from the Ministry of Industry and Information Technology to operate SMS and MMS business in the PRC.

Similar to the mobile

payment and recharge business, Beijing Technology is required to make a deposit or bulk purchase in advance, and has secured business

customers that will utilize Beijing Technologys SMS integrated platform to send bulk SMS text messages monthly.

Technology has the capability to manage and track the entire process, including guiding the Companys customer to meet governments

guidelines on messages composed, until the SMS messages have been delivered successfully

Companys SMS Integrated System performs more than 150 million SMS transactions monthly.

The Company focuses its efforts

■ Continuously

enhancing the SMS Integrated System to offer a more flexible, reliable, and scalable platform.

Beijing Technology retains a license

from the Ministry of Industry and Information Technology to operate SMS and MMS business in the PRC.

Similar to the mobile payment and

recharge business, Beijing Technology is required to make a deposit or bulk purchase in advance and has secured business customers that

will utilize Beijing Technologys SMS integrated platform to send bulk SMS text messages monthly.

Beijing Technology has the capability

to manage and track the entire process, including guiding the Companys customer to meet governments guidelines on messages

composed, until the SMS messages have been delivered successfully.

http://data.chinabaogao.com/dianxin/2020/0364R5222020.html

https://jxca.miit.gov.cn/cms_files/filemanager/oldfile/jxca/upload/202003/202003111516300286.pdf

Companys SMS Integrated System performs more than 150 million SMS transactions monthly.

The Company focuses its efforts on:

enhancing the SMS Integrated System to offer a more flexible, reliable, and scalable platform.

closely with telecommunication operators in a select few provinces allows the Companys business development team to negotiate

and secure better bulk purchase pricing from time to time.

Companys corporate partners span various industries such as airlines, insurance and financial services, e-commerce and

consumer markets;

diversifying sources of revenue improves the stability of the Companys revenue stream and minimizes seasonal

fluctuations with SMS volume.

Companys corporate partners span various industries such as airlines, insurance and financial services, e-commerce and consumer

diversifying sources of revenue improves the stability of the Companys revenue stream and minimizes seasonal fluctuations

with SMS volume.

Communication Services (RCS) Platform

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Services (RCS) messaging in the 5G era.

Worldwide, the GSM Association (GSMA) indicates 90 operators have launched RCS, attracting

473 million users and projecting an estimated value of $74 billion by 2021.

April 8, 2020, Chinas three major telecommunication operators, namely China Mobile, China Telecom and China Unicom, released

a 5G messaging white paper outlining their commitment to mandate all compatible handsets sold in the country support RCS.

Worldwide, the GSM Association (GSMA) indicates 90 operators have launched RCS in 60 countries,

attracting approximately 421 million users and projecting an estimated value of $15.78 billion by 2027, growing at a CAGR of 18.5%.

April 8, 2020, Chinas three major telecommunication operators, namely China Mobile, China Telecom and China Unicom, released a

5G messaging white paper outlining their commitment to mandate all compatible handsets sold in the country support RCS.

messaging service or RCS can support not only Person-to-Person (P2P) messaging, but also Application-to-Person (A2P) messaging.

Through P2P messaging, RCS offers a richer text-messaging system, provides phonebook polling and is capable of transmitting in-call

multimedia features.

A2P messaging enables businesses and brands to communicate with users via chatbot, facilitates the sharing

of high-quality videos but also more direct interfacing with the internet;

consumers will no longer have to download multiple

mobile apps and can, for instance, directly buy train tickets and book flights by just sending messages.

March 2020, the Companys management allocated resources dedicated for the research and development of a RCS platform –

MaaP (Messaging as a Platform).

This RCS platform is expected to be a proprietary business messaging platform that enables businesses

and brands to communicate and service their customers on 5G infrastructure, delivering better user experience, more efficiently

and cost effectively.

This is expected to open up a new marketing channel for the Companys current and prospective business

P2P messaging, RCS offers a richer text-messaging system, provides phonebook polling and is capable of transmitting in-call multimedia

A2P messaging enables businesses and brands to communicate with users via chatbot, facilitates the sharing of high-quality

videos but also more direct interfacing with the internet;

consumers will no longer have to download multiple mobile apps and can, for

instance, directly buy train tickets and book flights by just sending messages.

March 2020, the Companys management allocated resources dedicated for the research and development of a RCS platform – MaaP

(Messaging as a Platform).

This RCS platform is expected to be a proprietary business messaging platform that enables businesses and

brands to communicate and service their customers on 5G infrastructure, delivering better user experience, more efficiently and cost

This is expected to open up a new marketing channel for the Companys current and prospective business partners.

the third quarter of the fiscal year ended 2022, the Company anticipates commercializing the following RCS platforms:

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Company intends to launch its own brand on the platform for the telecommunication products and services it currently carries.

The platform is expected to provide the Company with direct access to 5G mobile users.

Furthermore, the Company can continue building

and enhancing its brand on the platform serving as the most comprehensive one-stop shop for telecommunication products and services.

is expected to provide the Company with direct access to 5G mobile users.

Furthermore, the Company can continue building and enhancing

its brand on the platform serving as the most comprehensive one-stop shop for telecommunication products and services.

Platform for Partners and Brands

Company is targeting to engage larger partners and brands on this new RCS platform.

It is currently working and negotiating with

one of the largest phone distributors in China to be among the first partners launching services on the platform.

It is currently working and negotiating with one

of the largest phone distributors in China to be among the first partners launching services on the platform.

https://www.gsma.com/futurenetworks/rcs/ & https://www.marketresearch.com/Infogence-Marketing-Advisory-Services-v4010/Global-Rich-Communication-Services-RCS-30323369/

https://www.gsma.com/futurenetworks/wp-content/uploads/2020/04/5G-Messaging-White-Paper-EN.pdf

Data Insights

Company launched its proprietary platform Sapientus in July 2020 as its big data insights arm to deliver data-driven

solutions and insights for businesses within the insurance and financial services industries.

Leveraging the Companys strong

tech and data backbone, Sapientus specializes in data mining and insights extraction.

The Companys flexible data structure

is built from the ground up, by transforming raw telco data into basic building blocks, statistical measures and behavioral inferences,

while layering in auxiliary contextual information, to extract behavioral insights and power revolutionary applications for insurance

and financial services.

Company launched its proprietary platform Sapientus in July 2020 as its big data insights arm to deliver data-driven solutions

and insights for businesses within the insurance and financial services industries.

Leveraging the Companys strong tech and data

backbone, Sapientus specializes in data mining and insights extraction.

The Companys flexible data structure is built from the

ground up, by transforming raw telco data into basic building blocks, statistical measures and behavioral inferences, while layering

in auxiliary contextual information, to extract behavioral insights and power revolutionary applications for insurance and financial

equips insurance industry partners with a range of capabilities such as:

1 unchanged sentence

contextual understanding of a customers behavior propensity and risk inclination for more granular segmentation;

https://www.gsma.com/futurenetworks/rcs/

https://www.gsma.com/futurenetworks/wp-content/uploads/2020/04/5G-Messaging-White-Paper-EN.pdf

Transactional

5 unchanged sentences

with the Companys partners operating and risk assessment philosophy via continual learning and honing.

deep bench of insurance and data science expertise is expected to attract an expanding client base, supporting risk calibrations

and insights extraction using advanced statistical methods and analytic techniques.

The Companys proprietary risk assessment

engine offers standard and customized scoring and appraisal services based on multi-dimensional factors, enabled by extensive

data coverage through exclusive telco partnerships.

The Company augments and shares value with its partners through various big

data enabled applications including preferred risk selection, precision marketing, product customization, and claims management

deep bench of insurance and data science expertise is expected to attract an expanding client base, supporting risk calibrations and

insights extraction using advanced statistical methods and analytic techniques.

The Companys proprietary risk assessment engine

offers standard and customized scoring and appraisal services based on multi-dimensional factors, enabled by extensive data coverage

through exclusive telco partnerships.

The Company augments and shares value with its partners through various big data enabled applications

including preferred risk selection, precision marketing, product customization, and claims management (e.g.

fraud detection).

Companys mission is to deliver the next generation of data-driven insurance solutions that result in more accurate risk

assessments, more efficient processes and a more delightful customer journey.

Companys mission is to deliver the next generation of data-driven insurance solutions that result in more accurate risk assessments,

more efficient processes and a more delightful customer journey.

Company anticipates development of Sapientus in three key stages:

2 unchanged sentences

To accomplish

this, the Company will be partnering with reinsurers to increase its visibility as well as assimilate its data analytics into

the reinsurers value chain.

Potential engagements include underwriting enhancement, market segmentation, product design

as well as facilitation of claims review and adjudication.

Revenue during this time will be sourced mainly from offering proprietary

rating system and related services that are customized to fit the Companys reinsurer partners specific needs.

establishing collaborative facilities with reinsurers allows the Company to integrate posterior information (claims, underwriting

experience, and campaign feedback) for improving its scoring / measurement system.

expansion stage shifts the Companys revenue focus from offering rating system alone to earning commissions and profit shares

through channel expansion and innovative product designs enabled by more granular customer segmentation.

Channel expansion could

be achieved by cross-selling through the Companys affiliated company and brokerage arm, supported by leads generation for

niche marketing and further upselling.

In addition, developing customized product solutions with reinsurers will augment value

proposition, offering more personalized and efficient coverage based on the latent risks of individuals.

Precision marketing enhances

product take-up rates, while preferred risk selection is expected to attract profitable business and improve portfolio results.

As such, added value can be generated and shared among Sapientus and its (re)insurer and distribution partners.

this, the Company will be partnering with reinsurers to increase its visibility as well as assimilate its data analytics into the reinsurers

Potential engagements include underwriting enhancement, market segmentation, product design as well as facilitation of claims

review and adjudication.

Revenue during this time will be sourced mainly from offering proprietary rating system and related services

that are customized to fit the Companys reinsurer partners specific needs.

Furthermore, establishing collaborative facilities

with reinsurers allows the Company to integrate posterior information (claims, underwriting experience, and campaign feedback) for improving

its scoring / measurement system.

expansion stage shifts the Companys revenue focus from offering rating system alone to earning commissions and profit shares through

channel expansion and innovative product designs enabled by more granular customer segmentation.

Channel expansion could be achieved

by cross-selling through the Companys affiliated company and brokerage arm, supported by leads generation for niche marketing

and further upselling.

In addition, developing customized product solutions with reinsurers will augment value proposition, offering

more personalized and efficient coverage based on the latent risks of individuals.

Precision marketing enhances product take-up rates,

while preferred risk selection is expected to attract profitable business and improve portfolio results.

As such, added value can be

generated and shared among Sapientus and its (re)insurer and distribution partners.

Sapientus matures, the Company enters the integration stage.

Behavioral dynamics can prove to be very versatile in supporting

many possibilities beyond insurance.

Having accumulated more diverse data and insights enriches the Companys rating perspective,

enabling it to offer a universal rating platform that can be commonly adopted across the industry.

The Companys platform

can be readily integrated with other systems, helping the Company extend reach beyond insurance applications.

For example, the

Companys generalized rating system can help conduct smart underwriting for financial loans or craft out consumer behaviors

and risk propensities to inform ecommerce business decisions.

The Companys platform can be used standalone as an independent

rating tool, as well as offered as part of an integrated system, joining forces with various ecosystem partners on data access,

customer relationships, advanced analytics, product and service capabilities.

Types of value that can be realized through ecosystems

Behavioral dynamics can prove to be very versatile in supporting many possibilities

beyond insurance.

Having accumulated more diverse data and insights enriches the Companys rating perspective, enabling it to offer

a universal rating platform that can be commonly adopted across the industry.

The Companys platform can be readily integrated

with other systems, helping the Company extend reach beyond insurance applications.

For example, the Companys generalized rating

system can help conduct smart underwriting for financial loans or craft out consumer behaviors and risk propensities to inform ecommerce

business decisions.

The Companys platform can be used standalone as an independent rating tool, as well as offered as part of

an integrated system, joining forces with various ecosystem partners on data access, customer relationships, advanced analytics, product

and service capabilities.

Types of value that can be realized through ecosystems include:

Creating a one-stop shop or interface for consumers by removing the hassle of switching among multiple providers;

2 unchanged sentences

Mining and analyzing available data, applying learnings to deliver convenience and tangible benefits to customers.

Companys growth strategy is a multi-pronged approach, continually asking Whats next? and consisting

of the following:

Companys growth strategy is a multi-pronged approach, continually asking Whats next? and consisting of the

PigeonHoles Integration System and the SMS Integrated System .

Maintaining a stable and robust platform will give the Company

the flexibility to manage new product offering and packages in order to increase revenue.

Maintaining a stable and robust platform is expected to give the

Company the flexibility to manage new product offering and packages in order to increase revenue.

This will be the key critical success

2 unchanged sentences

Along with the stability of the Companys platform and its ability to access working capital, the Companys

growth will be based on increasing its market share through expanding its base in its current geographic regions of operations

and through expanding its presence into other regions.

The Companys offerings can be targeted to a wider group of customers,

which should improve overall revenue.

growth will be based on increasing its market share through expanding its base in its current geographic regions of operations and

through expanding its presence into other regions.

The Companys offerings can be targeted to a wider group of customers, which

should improve overall revenue.

Product line expansion.

The Company will constantly increase its product offerings from its telco partners by designing new

The Company plans to constantly increase its product offerings from its telco partners by designing new

packages and offerings in order to differentiate the Company from its competition.

The Company will continue to build brand loyalty and enhance its customer service to ensure customer retention and

repeat sales.

In December 2020, the Company signed a Strategic Cooperation Agreement for Loyalty Program Business with China Mobile

Financial Technology Co., Ltd.

The agreement is to explore and create a new forward-learning business model that combines the

traditional loyalty point redemption business with an e-commerce platform designed to create a higher evolution of brand loyalty.

New product line and services are expected to

be introduced progressively to be offered to the end users via the telco delivery channels.

This is expected to expand our revenue

The Company intends to continue to build brand loyalty and enhance its customer service to ensure customer retention

and repeat sales.

Diversification.

Breaking away from the Companys core and traditional business, the Company is moving into the insurance technology

(insuretech) space with Sapientus and the Companys big data analytics arm.

The Company will continue to explore

opportunities in the financial technology services (fintech), healthcare and advertising industries.

Breaking away from the Companys core and traditional business, the Company is moving into the insurance technology (insurtech)

space with Sapientus and the Companys big data analytics arm.

The Company intends to continue to explore opportunities in

the financial technology services (fintech), healthcare and advertising industries.

on strength and investing in talent.

The Company will continue to build the strongest team in all of its various businesses.

The company will also continue to build its core values to enhance and differentiate its support and services to ensure it is

able to stand out from its competitors.

The Company intends to continue to build the strongest team in all of its various businesses.

The Company intends to also continue to build its core values to enhance and differentiate its support and services to ensure it

is able to stand out from its competitors.

and Marketing

1 unchanged sentence

operating on most major e-commerce and social media platforms in China.

Company is continuously planning, in cooperation with its telco partners, seasonal and targeted marketing events in different

provinces and cities.

the inception of JiuGe Technology in 2018, the Company has secured contracts and agreements to work with nine 9 online stores

and twenty 20 business partners.

The Companys strategy is to expand into the entire China region and to reach out to a

wider base of customers and users that can benefit from the Companys product offerings.

Companys new agreement with China Mobile on the loyalty redemption business is a step towards the Companys customer

retention strategy that will also enable it to cross-sell additional products and offerings from the Company.

Company will continue to focus on, and expand, its roster of corporate clients to improve sales in its SMS business, and will

focus on expanding into different industries.

Company is continuously planning, in cooperation with its telco partners, seasonal and targeted marketing events in different provinces

the inception of JiuGe Technology in 2018, the Company has secured contracts and agreements to work with nine (9) online stores and

twenty (20) business partners.

The Companys strategy is to expand into the entire China region and to reach out to a wider

base of customers and users that can benefit from the Companys product offerings.

Company intends to continue to focus on, and expand, its roster of corporate clients to improve sales in its SMS business, and intends

to focus on expanding into different industries.

& Development

1 unchanged sentence

advantage in MaaP (Messaging as a Platform).

This messaging platform enables businesses and brands to communicate and service

their customers on 5G infrastructure, delivering a more efficient, more cost efficient, and more robust user experience.

should open up a new marketing channel for the Companys current and prospective business partners.

Data Insights - Beginning in January 2019, the Company has continuously researched industry reports and compiled data

published by researchers and have incorporated its findings into its Sapientus data blocks.

By integrating with external data

sources, the Companys R&D departments can develop innovative insuretech and fintech products to the Companys

re-insurance and financial services companies and partners.

This messaging platform enables businesses and brands to communicate and service their

customers on 5G infrastructure, delivering a more efficient, more cost efficient, and more robust user experience.

This should open

up a new marketing channel for the Companys current and prospective business partners.

Data Insights - Beginning in January 2019, the Company has continuously researched industry reports and compiled data published

by researchers and have incorporated its findings into its Sapientus data blocks.

By integrating with external data sources, the

Companys R&D departments can develop innovative insurtech and fintech products to the Companys re-insurance and

financial services companies and partners.

industry is highly competitive, rapidly changing, highly innovative and increasingly subject to regulatory scrutiny and oversight.

We compete against a wide range of businesses, including those that are larger than we are, have a dominant and secure position

or offer other products and services to consumers and merchants that we do not offer.

We believe we are in an advantageous position

compared to many of our competitors or potential competitors because we have been granted an exclusive license to act as an authorized

processor of payments in China for China Unicom and China Mobile.

compete against a wide range of businesses, including those that are larger than we are, have a dominant and secure position or offer

other products and services to consumers and merchants that we do not offer.

We believe we are in an advantageous position compared to

many of our competitors or potential competitors because we have been granted an exclusive license to act as an authorized processor

of payments in China for China Unicom and China Mobile.

mobile payments business competes principally against two alternatives.

First, we compete directly with other holders of licenses

from the major mobile telecommunications providers in China.

We understand there are a limited number of these licenses, but believe

that certain other license holders are large, diversified companies with deep financial resources.

We also compete with payment

processors that are not authorized licensees of the mobile telecommunications companies but nevertheless provide similar services.

Separately, and more generally, we compete with all forms and methods of paying for additional data and minutes, including credit

and debit cards, other electronic payment platforms and bank transfers.

we have been awarded a contract to process payments for China Unicom and China Mobile and, are therefore, able to offer services

directly to market with value added services, we believe the Company is in an advantageous position as compared to its competition.

We look to take advantage of the position that we have been afforded.

First, we compete directly with other holders of licenses from

the major mobile telecommunications providers in China.

We understand there are a limited number of these licenses, but believe that

certain other license holders are large, diversified companies with deep financial resources.

We also compete with payment processors

that are not authorized licensees of the mobile telecommunications companies but nevertheless provide similar services.

Separately, and

more generally, we compete with all forms and methods of paying for additional data and minutes, including credit and debit cards, other

electronic payment platforms and bank transfers.

we have been awarded a contract to process payments for China Unicom and China Mobile and, are therefore, able to offer services directly

to market with value added services, we believe the Company is in an advantageous position as compared to its competition.

take advantage of the position that we have been afforded.

Company has sufficient intellectual property rights to operate its mobile payment and recharge platform system.

Specifically,

the Company has registered patents for its mobile payment and recharge platform system.

The Company will continue to enhance the

system to meet market and consumer demands and requirements.

The Company has also implemented strict controls to ensure the safe

and secure keeping of any source codes.

Specifically, the Company

has registered patents for its mobile payment and recharge platform system.

The Company will continue to enhance the system to meet market

and consumer demands and requirements.

The Company has also implemented strict controls to ensure the safe and secure keeping of any

source codes.

Company has registered the following patents:

27 unchanged sentences

JiuGe Information Technology Co.

(1) PigeonHoles

Integration System is the Companys proprietary universal exchange platform which provides seamless integration between

telecommunication operators and online stores servicing PRCs customers.

2021SR2129368

Risk Query API and UI Design V1.0.0 (8)

JiuGe Information Technology Co.

Insurance Anti-Fraud System Design V1.0.0 (9)

JiuGe Information Technology Co.

Integration System is the Companys proprietary universal exchange platform which provides seamless integration between telecommunication

operators and online stores servicing PRCs customers.

Companys SMS Integrated System provides a robust back-end control panel for corporate partners to access and manage their

7 unchanged sentences

based on JiuGes big data analysis for online digital contents on mobile

operate in a rapidly evolving regulatory environment characterized by a heightened regulatory focus on all aspects of the payments

That focus continues to become even more heightened as regulators on a global basis focus on such important issues as

countering terrorist financing, anti-money laundering, privacy, cybersecurity and consumer protection.

Some of the laws and regulations

to which we are subject were enacted recently, and the laws and regulations applicable to us, including those enacted prior to

the advent of digital and mobile payments, are continuing to evolve through legislative and regulatory action and judicial interpretation.

New or changing laws and regulations, including how such laws and regulations are interpreted and implemented, as well as increased

penalties and enforcement actions related to non-compliance, could have a material adverse impact on our business, results of

operations, and financial condition.

Therefore, as we grow, we will need to develop the capacity to monitor these areas closely

to design compliant solutions for our customers who depend on us.

based on JiuGes big data analysis for Risk Query API and UI designs

based on JiuGes big data analysis for Insurance Anti-Fraud System Design

operate in a rapidly evolving regulatory environment characterized by a heightened regulatory focus on all aspects of the payments industry.

That focus continues to become even more heightened as regulators on a global basis focus on such important issues as countering terrorist

financing, anti-money laundering, privacy, cybersecurity and consumer protection.

Some of the laws and regulations to which we are subject

were enacted recently, and the laws and regulations applicable to us, including those enacted prior to the advent of digital and mobile

payments, are continuing to evolve through legislative and regulatory action and judicial interpretation.

New or changing laws and regulations,

including how such laws and regulations are interpreted and implemented, as well as increased penalties and enforcement actions related

to non-compliance, could have a material adverse impact on our business, results of operations, and financial condition.

Therefore, as

we grow, we will need to develop the capacity to monitor these areas closely to design compliant solutions for our customers who depend

regulation impacts key aspects of our business.

We are subject to regulations that affect the payments industry in the markets

in which we operate.

Various laws and regulations govern the payments industry in China, where our mobile payment and recharge platform

principally operates.

Our activities in this regard are, or may be, supervised by one or more financial regulatory authorities,

including the Peoples Bank of China.

Other national or provincial regulatory agencies may have or assert jurisdiction over

our activities, including agencies and authorities outside of China, if our platform is utilized by consumers in such jurisdictions.

The laws and regulations applicable to the payments industry in any given jurisdiction are subject to interpretation and change.

We are subject to regulations that affect the payments industry in the markets in which

Various laws and regulations govern the payments industry in China, where our mobile payment and recharge platform principally

Our activities in this regard are, or may be, supervised by one or more financial regulatory authorities, including the Peoples

Bank of China.

Other national or provincial regulatory agencies may have or assert jurisdiction over our activities, including agencies

and authorities outside of China, if our platform is utilized by consumers in such jurisdictions.

The laws and regulations applicable

to the payments industry in any given jurisdiction are subject to interpretation and change.

Laundering and Counter-Terrorist Financing .

FingerMotion is subject to anti-money laundering ( AML ) laws

and regulations in China, the U.S.

and other jurisdictions, as well as laws designed to prevent the use of the financial systems

to facilitate terrorist activities.

As we grow our business, we will need to develop an AML program designed to prevent our payment

network from being used to facilitate money laundering, terrorist financing, and other illicit activities, or to do business in

countries or with persons and entities included on designated country or person lists promulgated by the U.S.

Department of the

Treasurys Office of Foreign Assets Controls ( OFAC ) and equivalent authorities in China and other countries

whose jurisdiction we may become subject as a result of our operations.

Any AML and sanctions compliance program we put in place

will need to involve policies, procedures and internal controls designed to address these legal and regulatory requirements and

assist in managing money laundering and terrorist financing risks.

FingerMotion is subject to anti-money laundering ( AML ) laws and

regulations in China, the U.S.

and other jurisdictions, as well as laws designed to prevent the use of the financial systems to facilitate

terrorist activities.

As we grow our business, we will need to develop an AML program designed to prevent our payment network from being

used to facilitate money laundering, terrorist financing, and other illicit activities, or to do business in countries or with persons

and entities included on designated country or person lists promulgated by the U.S.

Department of the Treasurys Office of Foreign

Assets Controls ( OFAC ) and equivalent authorities in China and other countries whose jurisdiction we may become

subject as a result of our operations.

Any AML and sanctions compliance program we put in place will need to involve policies, procedures

and internal controls designed to address these legal and regulatory requirements and assist in managing money laundering and terrorist

financing risks.

Protection and Information Security.

5 unchanged sentences

have in place.

Regulatory authorities around the world are considering numerous legislative and regulatory proposals concerning

privacy and data protection that may contain additional privacy and data protection obligations than exist today.

the interpretation and application of these privacy and data protection laws in China, the U.S.

and elsewhere are often uncertain

and in a state of flux.

Regulatory authorities around the world are considering numerous legislative and regulatory proposals concerning privacy

and data protection that may contain additional privacy and data protection obligations than exist today.

In addition, the interpretation

and application of these privacy and data protection laws in China, the U.S.

and elsewhere are often uncertain and in a state of flux.

Anti-Corruption .

1 unchanged sentence

Foreign Corrupt Practices Act and the U.K.

Act, and similar anti-corruption laws in the jurisdictions in which we operate.

Anti-corruption laws generally prohibit offering,

promising, giving, accepting or authorizing others to provide anything of value, either directly or indirectly, to or from a government

official or private party in order to influence official action or otherwise gain an unfair business advantage, such as to obtain

or retain business.

and similar anti-corruption laws in the jurisdictions in which we operate.

Anti-corruption laws generally prohibit offering, promising,

giving, accepting or authorizing others to provide anything of value, either directly or indirectly, to or from a government official

or private party in order to influence official action or otherwise gain an unfair business advantage, such as to obtain or retain business.

Regulatory Developments .

3 unchanged sentences

with foreign, federal, state and local laws that have been enacted or adopted regulating the discharge of materials into the environment,

or otherwise relating to the protection of the environment, have not had a material effect on our capital expenditures, earnings

or competitive position.

or otherwise relating to the protection of the environment, have not had a material effect on our capital expenditures, earnings or competitive

of February 28, 2022, we had 68 total employees, of whom all were full time.

1 unchanged sentence

in Malaysia, 2 employees in Hong Kong, 1 employee in Taiwan, 2 employees in USA and 1 employee in Canada.

We believe that we enjoy

good relations with our employees.

We believe that we enjoy good

relations with our employees.

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