What changed in this filing

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Item 1. Business

2023-05-30 compared with 2022-05-31 · 271 added, 113 removed, 593 unchanged (39% 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

Company is a mobile data specialist company incorporated in Delaware, USA, with its head office located at 111 Somerset Road, Level 3,

Singapore 238164.

The Company operates the following lines of business:

(i) Telecommunications Products and Services;

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

( SMS ) and Multimedia Messaging Services ( MMS );

(iv) a Rich Communication Services

( RCS ) platform;

(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;

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( 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.

controlled affiliate through the entry into 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

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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.

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

Additionally,

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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.

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

take up the respective subscription plans.

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

are new product and services that the Company expects to 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.

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

2022, our contractually controlled subsidiary, JiuGe Technology, through its 99% own subsidiary TengLian signed an agreement with both

China Unicom and China Mobile to co-operate to roll out the Mobile Device Protection product which is incorporated into the Telecommunication

subscription plans in line with their roll out of new mobile phones and new 5G phones.

In mid-July 2022, we launched the roll out of

the Mobile Device protection product with the roll out of the new mobile phones and 5G phones.

and MMS Services

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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.

bulk SMS and 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 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.

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 partners.

We have undertaken several beta-testing and are

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

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

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.

Data Insights

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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

December 2021, the Company through JiuGe Technology formed a collaborative research alliance with Munich Re in extending behavioral analytics

to enhance understanding of morbidity and behavioral patterns in China market, with the goal of creating value for both insurers and

the end insurance consumers through better technology, product offerings and customer experience.

Video Game Division

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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.

In 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.

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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)

principal executive offices are located at 111 Somerset Road, Level 3, Singapore 238164, and our telephone number at that address is

(347) 349-5339.

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

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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.

The following diagram depicts our corporate structure:

holding company structure presents unique risks as our investors may never directly hold equity interests in our subsidiaries or the

VIE, and will be dependent upon contributions from our subsidiaries and the VIE to finance our cash flow needs.

Our subsidiaries and

the VIE are currently not required to obtain permission from the Chinese authorities including the China Securities Regulatory Commission

(the CSRC ”), or Cybersecurity Administration Committee (the CAC ”), to operate or to issue securities

to foreign investors.

However, as of March 31, 2023, pursuant to the Overseas Listing Trial Measures promulgated by the CSRC, we may

have to file with the CSRC with respect to a new offering of our securities.

The business of our subsidiaries and the VIE until now are

not subject to cybersecurity review with the CAC, given that:

(i) data processed in our business does not have a bearing on national

security and thus may not be classified as core or important data by the authorities;

(ii) we do not possess a large amount of personal

information in our business operations.

In addition, we are not subject to merger control review by China’s anti-monopoly enforcement

agency due to the level of our revenues which provided from us and audited by our auditor and the fact that we currently do not expect

to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China of more than

RMB400 million.

Currently, these statements and regulatory actions have had no impact on our daily business operations, the ability to

accept foreign investments and list our securities on an U.S.

or other foreign exchange.

However, since these statements and regulatory

actions, including the Overseas Listing Trial Measures, are new, it is uncertain what potential impact such modified or new laws and

regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S.

other foreign exchange.

operate, the VIE and Beijing XunLian TianXia Technology Co., Ltd.

are required to obtain, and have obtained, a value-added telecommunications

business licence from PRC authorities.

In connection with our previous issuance of securities to foreign investors, under current PRC

laws, regulations and regulatory rules, as of the date of this Annual Report on Form 10-K, we, our PRC subsidiaries and the VIE, (i)

are not required to obtain permissions from the CSRC except that as of March 31, 2023 we may have to file with the CSRC with respect

to a new offering of our securities, (ii) are not required to go through cybersecurity review by the CAC, and (iii) have received or

were not denied such requisite permissions by any PRC authority.

If we, our subsidiaries or the VIE (i) do not receive or maintain such

permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required or (iii) applicable laws, regulations,

or interpretations change and we are required to obtain such permissions or approvals in the future, we may be subject to government

enforcement actions, investigations, penalties, sanctions and fines imposed by the CSRC, the CAC and relevant departments of the State

In severe circumstances, the business of our PRC subsidiary may be ordered to suspend and its business qualifications and licences

may be revoked.

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 provide contractual exposure to foreign investment in the PRC-based

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

(“ JiuGe Management ”),

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.

The VIE Agreements have not been tested in court.

As a result of our use of the VIE structure, you may

never directly hold equity interests the VIE.

Any securities that we offer will be 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.

The VIE Agreements governing

the relationship between the VIE and our WFOE enable us to (i) direct the activities of the VIE that most significantly impact the VIE’s

economic performance, (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.

result of the VIE Agreements, the Company is considered the primary beneficiary of the VIE for accounting purposes and is able to consolidate

the financial results of the VIE in its consolidated financial statements in accordance with U.S.

a result, investors in our Common Shares are not purchasing an equity interest in the VIE but instead are purchasing equity interest

in FingerMotion, Inc., a Delaware holding company.

Exchange Agreement

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and business consultancy to JiuGe Technology (the “ JiuGe Technology Consulting Services Agreement ”).

This agreement

was duly signed among the WFOE and the VIE.

Under this agreement, the WFOE will provide the following services to the VIE on an exclusive

(i) providing a comprehensive solution for all technical issues required for the VIE’s business;

(ii) providing training

to the professional technicians of the VIE;

(iii) assisting the VIE in collecting technical and commercial information and conducting

market surveys;

(iv) assisting the VIE in procuring business opportunities to obtain contracts awarded by the telecom carries in

China and maintaining the commercial relationship with the telecom carries;

(v) introducing clients to the VIE and assisting the

VIE in developing commercial and cooperative relationship with the clients;

(vi) providing suggestions and opinions on establishment

and improvement of the VIE’s corporate structure, management system and departmental organization;

(vii) assisting the VIE

in formulating annual business plans, the draft of which shall be made available to WFOE by the VIE prior to the end of November

(viii) granting license to the VIE to use WFOE’s intellectual property necessary for the services;

and (ix) providing

other consulting and technical services at the request of the VIE.

The VIE will pay to the WFOE service fees equivalent to the after-tax

net profits distributable by the VIE to its shareholder each year, as set forth in the audited financial statements in accordance

with the PRC accounting standards, ensuring all the distributable profits of the VIE will be dispatched to the WFOE.

not assign any of its rights and obligations under the JiuGe Technology Consulting Services Agreement without prior written consent

This agreement ensures that the WFOE and investors will be able to legally obtain the profits of the VIE, and transfer

them to the WFOE more conveniently in the form of “service fee”;

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 ”).

This agreement was duly signed between the WFOE and Ms.

Under this agreement, the WFOE loaned RMB 10,000,000 to Ms.

Li Li, as the sole shareholder of the VIE, solely for the purpose

of the capital contribution of the subscribed capital of the VIE.

The WFOE has the right to convert the whole or any part of the

outstanding principal amount into the equity interests in the VIE and may demand repayment of any or all of the principal amount/

As security for performance and discharge of Ms.

Li Li’s obligations under the JiuGe Technology Loan Agreement, Ms.

Li Li pledged

100% equity interests in the VIE, representing the entire registered capital of the VIE, by way of first-ranking security to the

This agreement could constrain Ms.

Li Li to cooperate with WFOE’s instructions and avoid damaging the rights and interests

of the WFOE and investors;

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

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“ JiuGe Technology Power of Attorney Agreement ”).

The Power of Attorney Agrement was duly issued by Ms.

Under the the JiuGe Technology Power of Attorney Agreement, the WFOE is the exclusive agent who may exercise, at WFOE’s

sole discretion, all the rights and powers in respect of all the 100% equity interests held by Ms.

Li Li in the VIE on Ms.

behalf, including without limitation to propose to convene, attend and vote at the shareholder’s meeting of the VIE.

Li cannot assign her rights and obligations under the JiuGe Technology Power of Attorney Agreement without prior written consent

of the WFOE and the WFOE will bear its own costs, expenses and fees in connection with performance of the JiuGe Technology Power

of Attorney Agreement.

This agreement ensures that the WFOE can replace Ms.

LI Li in the operation and management of the VIE, and

controlling its assets;

call option agreement under which the owner of JiuGe Technology has granted to JiuGe Management the irrevocable and unconditional

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Technology Call Option Agreement ”).

This agreement was duly signed by and among Ms.

Li Li, the WFOE and the VIE.

this agreement, the WFOE has an exclusive, irrevocable and unconditional option to purchase or to designate a third party to purchase

100% equity interests of the VIE at RMB one (1) yuan or the lowest amount of consideration permitted under the laws of PRC at any

time, giving the WFOE a sole discretion to exercise such option at any time and in any manner as permitted by the laws of PRC.

to the JiuGe Technology Call Option Agreement, Ms.

Li Li may not, without prior written consent of the WFOE:

(i) transfer or dispose

of the equity interests in the VIE or the assets of the VIE in any manner;

(ii) create any encumbrance of any kind over the equity

interests in the VIE, other than the VIE Agreements;

and (iii) resolve to or procure the VIE to:

(a) change its registered capital;

(b) amend its articles of association;

(d) appoint, remove or replace its senior management;

(e) make or receive investment of any kind or merge or consolidate with any entity;

(f) change information filed at the competent

authorities in the PRC;

(g) make any lending or borrowing or provide security of any kind;

(h) pay, make or declare any dividend,

charge, fee or other distribution of any kind;

(i) incure, create or permit to subsist or have any outstanding financial indebtedness;

(j) enter into any agreements that conflict with the JiuGe Technology Call Option Agreement;

or (k) do any acts that would adversely

impair the VIE’s ability to perform the obligations under the VIE Agreements.

Li Li nor the VIE may assign any

of its rights and obligations under the agreement without the prior written consent of WFOE or unilaterally terminate the agreement.

This agreement is one of the guarantees for WFOE and investors to ensure that the VIE will not have any potential equity changes

that endanger the rights and interests of WFOE and investors;

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

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Agreement (the “ JiuGe Technology Share Pledge Agreement ”).

This agreement was duly signed among Ms.

WFOE and the VIE.

Under this agreement, all the equity interests of the VIE held by Ms.

Li Li were pledged to the WFOE, giving the

WFOE a right to exercise the share pledge where Ms.

Li Li or the VIE violates the VIE Agreements.

This measure under this agreement

will result in the equity of the VIE being locked, making it impossible for any third party to legally obtain the equity of the VIE

without the prior consent of the WFOE.

PRC counsel has reviewed these agreements and believes that all the VIE Agreements were duly signed and are not in violation of applicable

We are of the opinion that the VIE Agreements are valid and giving the WFOE a full control over the VIE in respect of the

current and effective PRC laws and regulations.

However, the VIE Agreements have never been challenged or recognized in court for the

time being, and the PRC government may determine that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations

compared with direct ownership, there may be less effective in controlling through the VIE structure.

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

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are incorporated by reference herein.

The English translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit

10.6 to our Form S-1/A (Amendment No.

1) filed with the SEC on January 5, 2023, and is incorporated by reference herein.

of Beijing Technology

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.

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.

March 7, 2019, the Company through JiuGe Technology acquired 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.

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

Currently, the Company’s 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 Technology’s

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 Company’s clients to fulfill the government guidelines, until the SMS messages have been delivered

successfully.

Unicom Cooperation Agreement

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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.

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

is incorporated by reference herein.

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

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

Name of Entity

Place of Incorporation /

Ownership Interest

Finger Motion Company Limited (1)

Finger Motion (CN) Global Limited (2)

Finger Motion (CN) Limited (3)

Shanghai JiuGe Business Management Co., Ltd.

Shanghai JiuGe Information Technology Co., Ltd.

Contractually controlled (5)

Beijing XunLian TianXia Technology Co., Ltd.

Contractually controlled

Finger Motion Financial Group Limited (7)

Finger Motion Financial Company Limited (8)

Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd.

Contractually controlled

of Incorporation /

Motion Company Limited (1)

Motion (CN) Global Limited (2)

Motion (CN) Limited (3)

JiuGe Business Management Co., Ltd.

JiuGe Information Technology Co., Ltd.

Contractually

controlled (5)

XunLian TianXia Technology Co., Ltd.

Contractually

Motion Financial Group Limited (7)

Motion Financial Company Limited (8)

TengLian JiuJiu Information Communication Technology Co., Ltd.

Contractually

Motion Company Limited is a wholly-owned subsidiary of FingerMotion, Inc.

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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.

of the date of this periodic report on Form 10-K, we and the VIE are not required to seek permissions from the CSRC, the CAC, or any other entity that is required to approve of the operations of the VIE, other than a value-added

telecommunications business licence, which has already been obtained.

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

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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.

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.

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

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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.

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

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

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

Company has completed the development of the RCS platform and it is ready to be commercialized:

Platform for Telecommunication Products and Services

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base of customers and users that can benefit from the Company’s product offerings.

Company’s new agreement with China Mobile on the loyalty redemption business is a step towards the Company’s customer

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

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

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JiuGe Information Technology Co.

2021SR1773860

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

1 unchanged sentence

JiuGe Information Technology Co.

2022SR1343393

Insurance Client Medical Behavior Assessment System V1.0.0 (10)

JiuGe Information Technology Co.

2023SR0092476

Insurance Client Financial Rating System V1.0.0 (11)

JiuGe Information Technology Co.

Integration System is the Company’s proprietary universal exchange platform which provides seamless integration between telecommunication

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based on JiuGe’s big data analysis for Insurance Anti-Fraud System Design

based on JiuGe’s big data analysis for Insurance Client Medical Behavior Assessment System

based on JiuGe’s big data analysis for Insurance Client Financial Rating System

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

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

What changed 10-K

Item 1. Business