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Item 1. Business

2024-05-29 compared with 2023-05-30 · 792 added, 791 removed, 73 unchanged (96% of the section changed)

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:

Company Overview

The 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 ”)

(v) Big Data Insights;

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

Telecommunications

Products and Services

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.

Telecommunications Products and Services

The Company’s current product mix consisting

of payment and recharge services, data plans, subscription plans, mobile phones, loyalty points redemption and other products bundles

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 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 ), 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,

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 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 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 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

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 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 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

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 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.

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

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

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

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.

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 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

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.

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-marketer’s websites, click into their respective

phone provider’s store, and “top up,” or pay, their telecommunications provider for additional mobile data and talk

To connect to the respective mobile telecommunications

providers, these e-marketers must utilize a portal licensed by the applicable telecommunication company that processes the payment.

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.

We conduct our mobile payment business through

JiuGe Technology, our contractually 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

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

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.

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 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.

FingerMotion 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 ”), TMall (“ TMALL ”) and JD.Com.

is planning to further expand its universal exchange platform by setting up B2C stores on several other major e-commerce platforms in

In addition to that, we have been assigned as one of China’s Mobile’s 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 Cooperation Agreement with China Unicom Yunnan,

whereby JiuGe Technology is responsible for constructing and operating China Unicom’s 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 platform’s webpage in accordance with China Unicom’s specifications and policies, and applicable

law, and bear all expenses in connection therewith.

As consideration for the service JiuGe Technology provides under the Cooperation Agreement,

it 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, which is currently in an auto-renewal period, but

it may be terminated by (i) JiuGe Technology upon three months’ written notice or (ii) by China Unicom unilaterally.

During 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

secured a contract with both China Mobile and China Unicom to acquire new users to take up the respective subscription plans.

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.

Value Added Product and Services

These 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.

In February 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.

Complementing our hardware protection services, we have introduced

cloud services designed to offer corporate customers robust data storage, processing capabilities, and databases accessible via the internet.

SMS and MMS Services

On March 7, 2019, the Company through JiuGe Technology

acquired Beijing Technology Co, 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 SMS and MMS bundles at reduced prices and offering bulk SMS services to end consumers with competitive

Beijing Technology retains a license from 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 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

guiding the Company’s customer to meet MIIT’s guidelines on messages composed, until the SMS messages have been delivered

successfully.

Rich Communication Services

In 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 Company’s current and prospective business partners.

Currently, the deployment of this RCS platform is under review, with

discussion ongoing among government bodies, major service providers, and telecommunication companies.

These deliberations aim to assess

the potential market impacts and establish the necessary consents before the launch, considering the significant changes the platform

may introduce to user interactions with existing services.

These discussions seek to ensure that all stakeholders’ concerns are

addressed comprehensively.

Once these issues are resolved and the necessary approval is obtained, we anticipate a substantial enhancement

in our service offerings and an expansion of our market reach.

Big Data Insights

In 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.

The Company’s proprietary risk assessment

engine offers standard and customized scoring and appraisal services based on multi-dimensional factors.

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 Company’s 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.

On or around January 25, 2021, the Company’s

wholly owned subsidiary, Finger Motion Financial Company Limited’s, 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.

In 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.

Our Video Game Division

The 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.

In June 2018, we temporarily

paused its publishing and operating plans for existing games, and the Company’s Board of Directors decided to re-focus the Company’s

resources into new business opportunities in China, particularly the mobile phone payment and data business.

Corporate Information

The Company was initially incorporated as Property

Management Corporation of America on January 23, 2014 in the State of Delaware.

On June 21, 2017, the Company amended its certificate

of incorporation to effect a 1-for-4 reverse stock split of the Company’s 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.

Our principal executive offices are located at

111 Somerset Road, Level 3, Singapore 238164, and our telephone number is (347) 349-5339.

We are a holding company incorporated in Delaware

and not an operating company incorporated in the People’s 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.

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.

Our 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

The business of our subsidiaries and the VIE until now are not subject to cybersecurity review with the CAC, given that:

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.

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.

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.

To 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 periodic report on Form 10-Q, 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 Council.

In severe circumstances, the business

of our PRC subsidiary may be ordered to suspend and its business qualifications and licenses may be revoked.

To address challenges resulting from laws,

policies and practices that may disfavors 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 companies.

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.

As a result of our use of the VIE structure, you may never

directly hold equity interests in the VIE.

Any securities that we offer will be securities of the Company, the Delaware holding

company, not of the VIE.

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

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

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 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.

Management ”), entered into a series of agreements known as variable interest agreements (the “ VIE Agreements ”)

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

(“ 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.

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.

As a 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.

As 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

Share Exchange Agreement

Effective 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.

As a result of the Share Exchange Agreement and

the other transactions contemplated thereunder, FMCL became a wholly owned subsidiary of the Company.

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 business.

This 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.

VIE Agreements

On October 16, 2018, the Company, through its

indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd.

(“ JiuGe Management ”), entered into a

series of agreements known as variable interest agreements (the “ VIE Agreements ”) 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 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 ”).

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

The VIE Agreements included:

a 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 ”).

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 basis:

(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

(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 each year;

(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 ”).

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.

The VIE may not assign any of its rights and obligations under the JiuGe Technology Consulting Services Agreement without prior written consent of the WFOE.

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”;

a 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, as the sole shareholder of the VIE, solely for the purpose of the capital contribution of the subscribed capital of the VIE.

The loan amount has now been increased to RMB50,000,000.

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

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 WFOE.

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

to JiuGe Management and will only transfer their equity interests in JiuGe Technology to JiuGe Management or its designee(s) (the

“ 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 to cooperate with WFOE’s instructions and avoid damaging the rights and interests of the WFOE and investors;

a power of attorney agreement under which the owner of JiuGe Technology has vested their collective voting control over JiuGe Technology to JiuGe Management and will only transfer their equity interests in JiuGe Technology to JiuGe Management or its designee(s) (the “ JiuGe Technology Power of Attorney Agreement ”).

The Power of Attorney Agreement was duly issued by Ms.

Li Li to the WFOE.

Under 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.

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

Li 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

right and option to acquire all of their equity interests in JiuGe Technology or transfer these rights to a third party (the “ JiuGe

Technology Call Option Agreement ”).

LI Li in the operation and management of the VIE, and controlling its assets;

a call option agreement under which the owner of JiuGe Technology has granted to JiuGe Management the irrevocable and unconditional right and option to acquire all of their equity interests in JiuGe Technology or transfer these rights to a third party (the “ JiuGe 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.

Under 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.

Pursuant 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;

(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:

4 unchanged sentences

(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;

(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;

(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

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

Agreement (the “ JiuGe Technology Share Pledge 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;

a 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 Technology’s performance of its obligations under the JiuGe Technology Consulting Services Agreement (the “ JiuGe Technology Share Pledge Agreement ”).

This agreement was duly signed among Ms.

WFOE and the VIE.

Li Li, the 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 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

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.

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.

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 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

July 7, 2019, JiuGe Technology entered into that certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation

Agreement (the “ Cooperation Agreement ”) with China United Network Communications Limited Yunnan Branch (“ China

Unicom Yunnan ”).

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

Yunnan’s 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 platform’s webpage in accordance

with China Unicom Yunnan’s 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

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.

Our PRC counsel has reviewed these agreements

and believes that all the VIE Agreements were duly signed and are not in violation of applicable laws of PRC.

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.

In the first half of 2018, JiuGe Technology established

contracts with China Unicom and China Mobile, initiating the provision of mobile data services to businesses and corporations in key provinces/municipalities

including Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi and Inner Mongolia.

As with all dynamic markets, the

specifics of our operational contracts have naturally evolved over time but our dedication to these provinces is unwavering, and we consistently

enhance our service and product offerings to ensure optimal service.

Additionally, as we continue to grow, there is the potential for

our reach to expand into additional provinces in the PRC.

In 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.

In 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.

This 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.

translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit 10.6 to our Form S-1/A (Amendment No.

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

Acquisition of Beijing Technology

On 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.

The 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 (“ MIIT ”)

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 fulfil the government guidelines, until the SMS messages have been delivered successfully.

China Unicom Cooperation Agreement

On July 7, 2019, JiuGe Technology entered into

that certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the “ Cooperation Agreement ”)

with China United Network Communications Limited Yunnan Branch (“ China Unicom Yunnan ”).

Under the Cooperation Agreement,

JiuGe Technology is responsible for constructing and operating China Unicom Yunnan’s 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 platform’s webpage in accordance with China Unicom Yunnan’s 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.

The Cooperation Agreement expires three years

from the date of its signature, subject to a yearly auto-renewal clause, which is currently in an auto-renewal period, but it may be terminated

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

2 unchanged sentences

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 November 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.

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

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.

Motion (CN) Global Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Motion (CN) Limited is a wholly-owned subsidiary of Finger Motion (CN) Global Limited.

JiuGe Business Management Co., Ltd.

Any disputes arising between the

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

This 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 November 9, 2019 and is incorporated by reference herein.

In 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

The 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:

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

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

Finger Motion (CN) Global Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Finger Motion (CN) Limited is a wholly-owned subsidiary of Finger Motion (CN) Global Limited.

Shanghai JiuGe Business Management Co., Ltd.

is a wholly-owned subsidiary of Finger Motion (CN) Limited.

JiuGe Information Technology Co., Ltd.

is a variable interest entity that is contractually controlled by Shanghai JiuGe Business

Management Co., Ltd.

XunLian TianXia Technology Co., Ltd.

Shanghai JiuGe Information Technology Co., Ltd.

is a variable interest entity that is contractually controlled by Shanghai JiuGe Business Management Co., Ltd.

Beijing XunLian TianXia Technology Co., Ltd.

is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.

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

Motion Financial Company Limited is a wholly-owned subsidiary of Finger Motion Financial Group Limited.

TengLian JiuJiu Information Communication Technology Co., Ltd.

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.

Finger Motion Financial Group Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Finger Motion Financial Company Limited is a wholly-owned subsidiary of Finger Motion Financial Group Limited.

Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd.

is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.

Because 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.

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.

The 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.

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 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

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”.

We 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

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.

As 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.

Products and Services

Historically,

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.

Company’s products and services offerings include the following:

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 Company’s 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

Telecommunications Products and Services

Historically, telecommunication

operators focused their efforts on expanding their retail presence;

however, consumer behaviors and demands have shifted from offline

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.

The Company’s 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 Company’s up-stream partners or phone distributors (VSens and ZhengZhouXinSiWei) will arrange direct delivery to the customer.

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.

Value Added Products and Services

New 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.

Up-Stream Partners

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

Subscription Plans

Mobile Protection Plans

Recharge Service

Subscription Plan

Mobile Protection Plans

China Telecom

Recharge Service

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

1 unchanged sentence

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.

of Online Stores

TongXin Store

Products & Services

China Mobile Store

Mobile Flagship Store

Mobile Data Store

Down-Stream Partners

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

HeNan China Mobile Store

China Mobile Flagship Store

JiuGe Mobile Data Store

PingDuoDuo.com

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 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 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 guiding the Company’s customer to meet government’s 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

Company’s SMS Integrated System performs more than 150 million SMS transactions monthly.

Telco Products & Services

JiuGe Mobile Data Store

Telco Products & Services

SMS and MMS Services

Short Message Service (SMS) remains the only

secure and reliable communication medium that connects all telecommunication operators globally.

In 2023, the telecommunications industry

in China sent a total of around 1,869 billion SMS 1 , equivalent to a market size of RMB 45 billion 2

(~$6.31 billion), a year-on-year decrease of 0.3% 3 compared

to 2022The Company was responsible for 697 million, or 0.037% of the market share for the fiscal year ended February 29, 2024.

There 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 messages.

In 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.

The 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 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

guiding the Company’s customer to meet government’s guidelines on messages composed, until the SMS messages have been delivered

successfully.

1 https://www.chinabaogao.com/data/202402/691933.html

2 https://wap.miit.gov.cn/jgsj/yxj/xxfb/art/2024/art_8e331aa8abeb4870a7446a3be26d3ce1.html

3 https://www.miit.gov.cn/gxsj/tjfx/txy/art/2024/art_76b8ecef28c34a508f32bdbaa31b0ed2.html

The Company’s 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 Company’s business development team to negotiate

and secure better bulk purchase pricing from time to time.

Company’s 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 Company’s revenue stream and minimizes seasonal fluctuations

with SMS volume.

Communication Services (RCS) Platform

Telecommunication

operators around the world have reached consensus on the need to upgrade the operator messaging service from SMS to Rich Communication

Services (RCS) messaging in the 5G era.

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, China’s 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.

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 Company’s 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 Company’s current and prospective business partners.

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

Platform for Telecommunication Products and Services

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

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.

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

Working closely with telecommunication operators in a select few provinces allows the Company’s business development team to negotiate and secure better bulk purchase pricing from time to time.

The Company’s 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 Company’s revenue stream and minimizes seasonal fluctuations with SMS volume.

Rich Communication Services (RCS) Platform

Telecommunication operators around the world

have reached consensus on the need to upgrade the operator messaging service from SMS to Rich Communication Services (RCS) messaging

in the 5G era.

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%.

On April 8, 2020, China’s 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.

5G 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.

In March 2020, the Company’s 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 Company’s current and prospective business partners.

The Company has completed the development of the

RCS platform and it is ready to be commercialized:

RCS Platform for Telecommunication Products and Services

The 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.

RCS Platform for Partners and Brands

The 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.

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

5 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 Company’s strong tech and data

backbone, Sapientus specializes in data mining and insights extraction.

The Company’s 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:

insights and scoring derived from a time series of live telco data, along with an expansive set of auxiliary data, enabling deeper

contextual understanding of a customer’s behavior propensity and risk inclination for more granular segmentation;

Transactional

integration giving real-time feedback enriched with risk and behavior insights on current and prospective customers, thereby further

promoting digital transformations in the industry – e.g.

online underwriting, claims processing and fraud detection, etc.;

Insight-driven

data analytic services, sufficiently adaptive to incorporate new information such as emerging claim and marketing data, and synchronize

with the Company’s 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 Company’s 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).

Company’s 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:

Initialization

the initialization stage, the Company’s focus on building its brand and honing its rating framework and analytics.

To accomplish

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 Company’s 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 Company’s 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 Company’s affiliated company and brokerage arm, supported by leads generation for niche marketing

Big Data Insights

The 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 Company’s strong tech and data backbone, Sapientus specializes in

data mining and insights extraction.

The Company’s 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.

Over the past several years, Sapientus’

predictive models had garnered much interest and positive receptivity from the industry, particularly reinsurers and insurers in China

and the greater region;

we continue to elevate our analytic capabilities and align our services against the needs of our partners and

the larger ecosystem.

Sapientus is strategically focused on developing

and promoting our core analytic products to the market, specifically:

enhancing modeling precision by incorporating

additional insurance datasets;

expanding modeling efforts to cover various insurance products;

begin promoting models to a broader client base for extensive real-world use, targeting insurers as well as various other ecosystem partners.;

further developing a sales rating engine by leveraging our comprehensive data assets and applying AI technology.

The Company is steadily advancing along its planned

roadmap, ready to move beyond “Stage 1:

Initialization” and advance into “Stage 2:

Initialization (largely completed)

During the initialization stage, the Company’s

focus has been on building its brand and honing its rating framework and analytics.

To accomplish this, the Company is partnering with

reinsurers to increase its visibility as well as assimilate its data analytics into the reinsurers’ value chain.

Engagements include,

among various other initiatives, underwriting enhancement, market segmentation and product design..

Revenue during this time has been

sourced mainly from offering proprietary rating system and related services that are customized to fit the Company’s reinsurer partners’

specific needs.

Furthermore, establishing collaborative facilities with reinsurers has allowed the Company to integrate posterior information

(claims and underwriting experience, for example) and further improve its scoring/measurement system.

The expansion stage will see the Company offer

tech services to cover more insurance product lines and serve more industry clients and partners/channels.

Furthermore, the Company will

also expand its revenue focus from offering rating system alone to potential earning of 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 Company’s affiliated company and reinsurance brokerage firm partner, 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 Company’s rating perspective, enabling it to offer

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

The Company’s platform can be readily integrated

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

For example, the Company’s 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 Company’s 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:

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.

As Sapientus matures, the Company enters the integration

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

Having accumulated more diverse

data and insights enriches the Company’s rating perspective, enabling it to offer a universal rating platform that can be commonly

adopted across the industry.

The Company’s platform can be readily integrated with other systems, helping the Company extend reach

beyond insurance applications.

For example, the Company’s 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 Company’s 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:

Friction reduction :

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

Network effects :

Generating synergy value for stakeholders by pooling and sharing information and resources to serve common needs;

integration :

Data integration :

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

Company’s growth strategy is a multi-pronged approach, continually asking “What’s next?” and consisting of the

PigeonHoles Integration System and the SMS Integrated System .

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

factor for the Company’s expansion plans.

customer base.

Along with the stability of the Company’s platform and its ability to access working capital, the Company’s

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 Company’s offerings can be targeted to a wider group of customers, which

should improve overall revenue.

Product line expansion.

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.

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.

Growth Strategy

The Company’s growth strategy is a multi-pronged

approach, continually asking “What’s next?” and consisting of the following:

Enhancing PigeonHoles Integration System and the DaGe Platform .

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 factor for the Company’s expansion plans.

Expanding customer base.

Along with the stability of the Company’s platform and its ability to access working capital, the Company’s 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 Company’s offerings can be targeted to a wider group of customers, which should improve overall revenue.

New Product line expansion.

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.

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 base.

Enhancing values.

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 Company’s core and traditional business, the Company is moving into the insurance technology (“ insurtech ”)

space with Sapientus and the Company’s 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.

Breaking away from the Company’s core and traditional business, the Company is moving into the insurance technology (“ insurtech ”) space with Sapientus and the Company’s big data analytics arm.

The Company intends to continue to explore opportunities in the financial technology services (“ fintech ”), healthcare and advertising industries.

Focusing on strength and investing in talent.

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

Company’s sales and marketing efforts are focused on promoting brand awareness of its JiuGe telecommunication stores currently

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

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 Company’s 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 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

to focus on expanding into different industries.

& Development

Platform - As a leader in the 5G ecosystem in China, the Company is developing the RCS platform to strengthen its first-mover

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.

This should open

up a new marketing channel for the Company’s 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

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

financial services companies and partners.

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

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.

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.

Company has registered the following patents:

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.

Sales and Marketing

The Company’s sales and marketing efforts are focused on promoting brand awareness of its JiuGe telecommunication stores currently operating on most major e-commerce and social media platforms in China.

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

Since 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 Company’s 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 Company’s product offerings.

The 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.

The 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.

Research & Development

RCS Platform - As a leader in the 5G ecosystem in China, the Company is developing the RCS platform to strengthen its first-mover 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.

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

Big 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 Company’s R&D departments can develop innovative insurtech and fintech products to the Company’s re-insurance and financial services companies and partners.

Our 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.

Our mobile payments business competes principally

against two alternatives.

First, we compete directly with other holders of licenses from the major mobile telecommunications providers

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.

Because 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.

Intellectual Property

The 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.

Company has also implemented strict controls to ensure the safe and secure keeping of any source codes.

The Company has registered the following patents:

2019SR0439119

Integration System (1)

JiuGe Business Management Co.

Shanghai, China

PigeonHoles Integration System (1)

Shanghai JiuGe Business Management Co.

2020SR0741902

Integrated System (2)

JiuGe Information Technology Co.

Shanghai, China

SMS Integrated System (2)

Shanghai JiuGe Information Technology Co.

2020SR0792227

Customer Profiling Software V1.0.0 (3)

JiuGe Information Technology Co.

JiuGe Customer Profiling Software V1.0.0 (3)

Shanghai JiuGe Information Technology Co.

2020SR0772385

TELCO Big Data Software V1.0.0 (4)

JiuGe Information Technology Co.

JiuGe TELCO Big Data Software V1.0.0 (4)

Shanghai JiuGe Information Technology Co.

2020SR0809253

Risk Assessment System Software V1.0.0 (5)

JiuGe Information Technology Co.

JiuGe Risk Assessment System Software V1.0.0 (5)

Shanghai JiuGe Information Technology Co.

2020SR0860695

Internet Big Data Software V1.0.0 (6)

JiuGe Information Technology Co.

JiuGe Internet Big Data Software V1.0.0 (6)

Shanghai JiuGe Information Technology Co.

2020SR0867792

Mobile Digital Precision Marketing Software V1.0.0 (7)

JiuGe Information Technology Co.

JiuGe Mobile Digital Precision Marketing Software V1.0.0 (7)

Shanghai JiuGe Information Technology Co.

2021SR2129368

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

JiuGe Information Technology Co.

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

Shanghai JiuGe Information Technology Co.

2021SR1773860

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

JiuGe Information Technology Co.

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

Shanghai JiuGe Information Technology Co.

2022SR1343393

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

JiuGe Information Technology Co.

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

Shanghai 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

operators and online stores servicing PRC’s customers.

Company’s 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.

based on JiuGe’s big data analysis and commercialization of consumer’s profile

based on JiuGe’s big data analysis for telecommunication products and services

based on JiuGe’s big data analysis on risk assessment system

based on JiuGe’s big data analysis for online product.

based on JiuGe’s big data analysis for online digital contents on mobile

based on JiuGe’s big data analysis for Risk Query API and UI designs

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.

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

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 People’s

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 Treasury’s 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.

Aspects of our operations or business may be subject to privacy and data protection regulation

in China, the U.S.

JiuGe Insurance Client Financial Rating System V1.0.0 (11)

Shanghai JiuGe Information Technology Co.

PigeonHoles Integration System is the Company’s proprietary universal exchange platform which provides seamless integration between telecommunication operators and online stores servicing PRC’s customers.

The Company’s 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.

Patent based on JiuGe’s big data analysis and commercialization of consumer’s profile

Patent based on JiuGe’s big data analysis for telecommunication products and services

Patent based on JiuGe’s big data analysis on risk assessment system

Patent based on JiuGe’s big data analysis for online product.

Patent based on JiuGe’s big data analysis for online digital contents on mobile

Patent based on JiuGe’s big data analysis for Risk Query API and UI designs

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

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

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

We 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 on us.

Government regulation impacts key aspects of our

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

Payments Regulation .

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 People’s 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.

Anti-Money Laundering and Counter-Terrorist

FingerMotion is subject to anti-money laundering (“ AML ”) laws and regulations in China, the U.S.

other jurisdictions, as well as laws designed to prevent the use of the financial systems to facilitate terrorist activities.

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 Treasury’s 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.

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.

Data Protection and Information Security.

Aspects of our operations or business may be subject to privacy and data protection regulation in China, the U.S.

and elsewhere.

In the U.S., we are subject to privacy information safeguarding requirements under the Gramm-Leach-Bliley

Act that require the maintenance of a written, comprehensive information security program, among other laws, which we do not currently

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.

In addition, the interpretation

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

U.S., we are subject to privacy information safeguarding requirements under the Gramm-Leach-Bliley Act that require the maintenance of

a written, comprehensive information security program, among other laws, which we do not currently 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.

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 .

FingerMotion is subject to applicable anti-corruption laws, such as the U.S.

FingerMotion is subject

to applicable anti-corruption laws, such as the U.S.

Foreign Corrupt Practices Act and the U.K.

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 .

Various regulatory agencies continue to examine a wide variety of issues, including virtual currencies,

identity theft, account management guidelines, privacy, disclosure rules, cybersecurity and marketing that may impact the Company’s

with Environmental Laws

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

of February 28, 2023, we had 59 total employees, of whom all were full time.

We have approximately 49 employees in China, 4 employees

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.

Bribery 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.

Additional Regulatory Developments .

regulatory agencies continue to examine a wide variety of issues, including virtual currencies, identity theft, account management guidelines,

privacy, disclosure rules, cybersecurity and marketing that may impact the Company’s business.

Compliance with Environmental Laws

Compliance 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.

As of February 29, 2024, we had 64 total employees,

of whom all were full time.

We have approximately 55 employees in China, 3 employees 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.

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