Company Overview
−Removed: The Company is a mobile data specialist company
−Removed: incorporated in Delaware, USA, with its head office located at 111 Somerset Road, Level 3, Singapore 238164.
−Removed: The Company operates the
−Removed: following lines of business:
+Added: FingerMotion, Inc.
+Added: (“ we ,” “ our ,”
+Added: “ FingerMotio n,” or the “ Company ”) is a mobile data specialist company incorporated in Delaware,
+Added: USA, with its head office located at 111 Somerset Road, Level 3, Singapore 238164.Our Company has been organized as a holding company
+Added: and conducts a significant part of our operations through our subsidiaries and through contractual arrangements with Shanghai JiuGe Information
+Added: Technology Co., Ltd.
+Added: (“ JiuGe Technology ,” “ our VIE ” or “ the VIE ”), a variable
+Added: interest entity (“ VIE ”) based in the People’s Republic of China (“ PRC ” or “ China ”).
+Added: JiuGe Technology’s sole shareholder, Ms.
+Added: Li Li, is also its legal representative and general manager.
+Added: To address challenges resulting
+Added: from laws, policies and practices that may disfavor foreign-owned entities that operate within industries deemed sensitive by the Chinese
+Added: government, we use the VIE structure to provide contractual exposure to foreign investment in Chinese-based companies.
+Added: We indirectly own
+Added: 100% of the equity of Shanghai JiuGe Business Management Co., Ltd.
+Added: (“ JiuGe Management ,” “ our WFOE ”
+Added: or “ the WFOE ”), a wholly foreign owned enterprise (“ WFOE ”).
+Added: JiuGe Management entered into a series
+Added: of agreements with JiuGe Technology, known as variable interest agreements (the “ VIE Agreements ”) in October 2018,
+Added: which gives us contractual control over JiuGe Technology.
+Added: The Company operates the following lines of business:
(i) Telecommunications Products and Services;
−Removed: (ii) Value Added Products and Services (iii) Short Message
−Removed: Services (“ SMS ”) and Multimedia Messaging Services (“ MMS ”);
−Removed: (iv) a Rich Communication Services (“ RCS ”)
+Added: (ii) Value Added Products and Services (iii) Short Message Services (“ SMS ”)
+Added: and Multimedia Messaging Services (“ MMS ”);
+Added: (iv) a Rich Communication Services (“ RCS ”) platform;
(v) Big Data Insights;
and (vi) a Video Games Division (inactive).
+Added: In addition to these core businesses, the Company has, following several
+Added: years of research and development, introduced new technology-driven initiatives to expand its service offerings.
+Added: These include:
+Added: Mobility Solutions for emergency response and commercial vehicles, which began contributing revenue during the reporting year, and
+Added: the DaGe platform , a digital marketplace connecting vehicle owners with automotive service providers, which remains at an early
+Added: stage of development with growth expected over the coming years.
+Added: The Company continues to strategically expand
+Added: its operations into emerging high-growth sectors beyond its established telecommunications, messaging, value-added services, and big data
+Added: analytics businesses.
+Added: In fiscal year 2025, through JiuGe Technology,
+Added: we successfully diversified into the smart mobility sector, focused on the design and commercialization of next-generation communication
+Added: and operational platforms for commercial and specialty vehicles.
+Added: By leveraging our expertise in data integration, mobile and satellite
+Added: communications, and software development, we launched an Advanced Mobile Integrated Command and Communication Platform (the “ C2
+Added: Platform ”) which equips emergency response and specialty vehicles with integrated satellite communications, 5G network access,
+Added: IoT device management, cloud-based systems, and AI analytics.
+Added: The C2 Platform enables real-time data exchange, mobile command coordination,
+Added: and uninterrupted communication capabilities, even in challenging environments.
+Added: This initiative is aligned with the global trend toward
+Added: connected vehicle ecosystems and positions the Company for expansion into international markets and new revenue verticals.
+Added: The Company also significantly expanded the DaGe
+Added: platform in China – our comprehensive mobility ecosystem that connects vehicle owners with service providers.
+Added: During this reporting
+Added: period, we increased the network of electric vehicle charging terminals and broadened our base of automotive products and service providers
+Added: available through the platform.
Telecommunications Products and Services
1 unchanged sentence
of payment and recharge services, data plans, subscription plans, mobile phones, loyalty points redemption and other products bundles
−Removed: mobile protection plans).
+Added: (i.e., mobile protection plans).
Chinese mobile phone consumers often utilize third-party e-marketing websites to pay their phone bills.
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We conduct our mobile payment business through
−Removed: JiuGe Technology, our contractually controlled affiliate through the entry into the VIE Agreements in October 2018.
−Removed: In the first half
−Removed: of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute mobile data for businesses and corporations
−Removed: in nine provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi, Inner Mongolia, Henan
−Removed: In September 2018, JiuGe Technology launched and commercialized mobile payment and recharge services to businesses for China
−Removed: In May 2021, JiuGe Technology signed a volume-based agreement with China Mobile Fujian to offer recharge services to the Fujian
−Removed: province which we have launched and commercialized in November 2021.
+Added: JiuGe Technology.
+Added: In the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute mobile
+Added: data for businesses and corporations in nine provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai,
+Added: Zhejiang, Shaanxi, Inner Mongolia, Henan and Fujian.
+Added: In September 2018, JiuGe Technology launched and commercialized mobile payment and
+Added: recharge services to businesses for China Unicom.
+Added: In May 2021, JiuGe Technology signed a volume-based agreement with China Mobile Fujian
+Added: to offer recharge services to the Fujian province which we have launched and commercialized in November 2021.
The JiuGe Technology mobile payment and recharge
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from China Unicom and China Mobile, reduced by the amounts by which we discount the mobile data and talk time sold through our platform.
−Removed: FingerMotion started and commercialized its “Business
−Removed: to Business” (“ B2B ”) model by integrating with various e-commerce platforms to provide its mobile payment and
−Removed: recharge services to subscribers or end consumers.
−Removed: In the first quarter of 2019 FingerMotion expanded its business by commercializing
−Removed: its first “Business to Consumer” (“ B2C ”) model, offering the telecommunication providers’ products
−Removed: and services, including data plans, subscription plans, mobile phones, and loyalty points redemption, directly to subscribers or customers
−Removed: of the e-commerce companies, such as PinDuoDuo (“ PDD ”), TMall (“ TMALL ”) and JD.Com.
−Removed: is planning to further expand its universal exchange platform by setting up B2C stores on several other major e-commerce platforms in
−Removed: In addition to that, we have been assigned as one of China’s Mobile’s loyalty redemption partner where we will be providing
−Removed: the services for their customers via our platform.
+Added: FingerMotion started and commercialized its “Business-to-Business”
+Added: (“ B2B ”) model by integrating with various e-commerce platforms to provide its mobile payment and recharge services
+Added: to subscribers or end consumers.
+Added: In the first quarter of 2019 FingerMotion expanded its business by commercializing its first “Business-to-Consumer”
+Added: (“ B2C ”) model, offering the telecommunication providers’ products and services, including data plans, subscription
+Added: plans, mobile phones, and loyalty points redemption, directly to subscribers or customers of the e-commerce companies, such as PinDuoDuo.com,
+Added: TMall.com and JD.Com.
+Added: The Company is planning to further expand its universal exchange platform by setting up B2C stores on several other
+Added: major e-commerce platforms in China.
+Added: In addition to that, we have been designated as one of China’s Mobile’s loyalty redemption
+Added: partners, which allows us to provide such the services for their customers via our platform.
Additionally, as previously disclosed, on July
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it may be terminated by (i) JiuGe Technology upon three months’ written notice or (ii) by China Unicom unilaterally.
−Removed: During the recent fiscal year, the Company expanded
−Removed: its offering under their telecommunication product and services by increasing their product line revenue streams.
−Removed: In March 2020, FingerMotion
−Removed: secured a contract with both China Mobile and China Unicom to acquire new users to take up the respective subscription plans.
+Added: In March 2020, FingerMotion secured a contract
+Added: 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
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of our offering to our customers.
−Removed: Value Added Product and Services
−Removed: These are new product and services that the Company
+Added: Value Added Products and Services
+Added: These are new products 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
−Removed: contractually controlled subsidiary, JiuGe Technology, through its 99% own subsidiary TengLian signed an agreement with both China Unicom
−Removed: and China Mobile to co-operate to roll out the Mobile Device Protection product which is incorporated into the Telecommunication subscription
−Removed: plans in line with their roll out of new mobile phones and new 5G phones.
−Removed: In mid-July 2022, we launched the roll out of the Mobile Device
−Removed: protection product with the roll out of the new mobile phones and 5G phones.
−Removed: Complementing our hardware protection services, we have introduced
−Removed: cloud services designed to offer corporate customers robust data storage, processing capabilities, and databases accessible via the internet.
+Added: contractually controlled subsidiary, JiuGe Technology, through its 99% owned subsidiary Shanghai TengLian JiuJiu Information Communication
+Added: Technology Co., Ltd.
+Added: (“ TengLian ”), signed an agreement with both China Unicom and China Mobile to co-operate to roll
+Added: out the Mobile Device Protection product which is incorporated into the Telecommunication subscription plans in line with their roll out
+Added: of new mobile phones and new 5G phones.
+Added: In mid-July 2022, we launched the roll out of the Mobile Device protection product with the roll
+Added: out of the new mobile phones and 5G phones.
+Added: Complementing our hardware protection services, we have introduced cloud services designed
+Added: to offer corporate customers robust data storage, processing capabilities, and databases accessible via the internet.
SMS and MMS Services
−Removed: On March 7, 2019, the Company through JiuGe Technology
−Removed: acquired Beijing Technology Co, a company in the business of providing mass SMS text services to businesses looking to communicate with
−Removed: large numbers of their customers and prospective customers.
−Removed: With this acquisition, the Company expanded into a second partnership with
−Removed: the telecom companies by acquiring bulk SMS and MMS bundles at reduced prices and offering bulk SMS services to end consumers with competitive
−Removed: Beijing Technology retains a license from MIIT to operate the SMS and MMS business in the PRC.
−Removed: Similar to the mobile payment
−Removed: and recharge business, Beijing Technology is required to make a deposit or bulk purchase in advance and has secured business customers,
−Removed: including premium car manufacturers, hotel chains, airlines and e-commerce companies, that utilize Beijing Technology’s SMS integrated
−Removed: platform to send bulk SMS text messages monthly.
−Removed: Beijing Technology has the capability to manage and track the entire process, including
−Removed: guiding the Company’s customer to meet MIIT’s guidelines on messages composed, until the SMS messages have been delivered
−Removed: successfully.
+Added: On March 7, 2019, the Company, acting through
+Added: JiuGe Technology acquired operational control of Beijing XunLian TianXia Technology Co., Ltd.
+Added: (“ Beijing Technology ”),
+Added: a company in the business of providing mass SMS text services to businesses looking to communicate with large numbers of their customers
+Added: and prospective customers.
+Added: With this acquisition, the Company expanded into a second partnership with the telecom companies by acquiring
+Added: bulk SMS and MMS bundles at reduced prices and offering bulk SMS services to end consumers with competitive pricing.
+Added: Beijing Technology
+Added: retains a license from MIIT to operate the SMS and MMS business in the PRC.
+Added: Similar to the mobile payment and recharge business, Beijing
+Added: Technology is required to make a deposit or bulk purchase in advance and has secured business customers, including premium car manufacturers,
+Added: hotel chains, airlines and e-commerce companies, that utilize Beijing Technology’s SMS integrated platform to send bulk SMS text
+Added: messages monthly.
+Added: Beijing Technology has the capability to manage and track the entire process, including guiding the Company’s
+Added: 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
−Removed: of an RCS platform, also known as Messaging as a Platform (“ MaaP ”).
−Removed: This RCS platform will be a proprietary business
−Removed: messaging platform that enables businesses and brands to communicate and service their customers on the 5G infrastructure, delivering
−Removed: a better and more efficient user experience at a lower cost.
−Removed: For example, with the new 5G RCS message service, consumers will have the
−Removed: 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.
−Removed: This will allow telecommunication providers like China Unicom and China Mobile to retain users on their systems without having to utilize
−Removed: third-party apps or log onto the Internet, which will increase their user retention.
−Removed: We expect this to open up a new marketing channel
−Removed: for the Company’s current and prospective business partners.
−Removed: Currently, the deployment of this RCS platform is under review, with
−Removed: discussion ongoing among government bodies, major service providers, and telecommunication companies.
−Removed: These deliberations aim to assess
−Removed: the potential market impacts and establish the necessary consents before the launch, considering the significant changes the platform
−Removed: may introduce to user interactions with existing services.
−Removed: These discussions seek to ensure that all stakeholders’ concerns are
−Removed: addressed comprehensively.
−Removed: Once these issues are resolved and the necessary approval is obtained, we anticipate a substantial enhancement
−Removed: in our service offerings and an expansion of our market reach.
+Added: of a Rich Communication Services (“ RCS ”) platform, also known as Messaging as a Platform (“ MaaP ”).
+Added: This RCS platform will be a proprietary business messaging platform that enables businesses and brands to communicate and service their
+Added: customers on the 5G infrastructure, delivering a better and more efficient user experience at a lower cost.
+Added: For example, with the new
+Added: 5G RCS message service, consumers will have the ability to list available flights by sending a message regarding a holiday and will also
+Added: be able to book and buy flights by sending messages.
+Added: This will allow telecommunication providers like China Unicom and China Mobile to
+Added: retain users on their systems without having to utilize third-party apps or log onto the Internet, which will increase their user retention.
+Added: We expect this to open up a new marketing channel for the Company’s current and prospective business partners.
+Added: Currently, the deployment
+Added: of this RCS platform is under review, with discussion ongoing among government bodies, major service providers, and telecommunication
+Added: These deliberations aim to assess the potential market impacts and establish the necessary consents before the launch, considering
+Added: the significant changes the platform may introduce to user interactions with existing services.
+Added: These discussions seek to ensure that
+Added: all stakeholders’ concerns are addressed comprehensively.
+Added: Once these issues are resolved and the necessary approval is obtained,
+Added: we anticipate a substantial enhancement in our service offerings and an expansion of our market reach.
Big Data Insights
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within the insurance, healthcare, and financial services industries.
−Removed: The Company applies its vast experience in the insurance and financial
−Removed: services industry and capabilities in technology and data analytics to develop revolutionary solutions targeted towards insurance and
−Removed: financial consumers.
−Removed: Integrating diverse publicly available information, insurance and financial based data with technology and finally
−Removed: registering them into the FingerMotion telecommunications and insurance ecosystem, the Company would be able to provide functional insights
−Removed: and facilitate the transformation of key components of the insurance value chain, including driving more effective and efficient underwriting,
−Removed: enabling fraud evaluation and management, empowering channel expansion and market penetration through novel product innovation, and more.
−Removed: The ultimate objective is to promote, enhance and deliver better value to our partners and customers.
+Added: The Company, acting primarily through its indirect wholly-owned subsidiary,
+Added: Finger Motion Financial Company Limited (“ FMFC ”) applies its vast experience in the insurance and financial services
+Added: industry and capabilities in technology and data analytics to develop revolutionary solutions targeted towards insurance and financial
+Added: Integrating diverse publicly available information, insurance and financial based data with technology and finally registering
+Added: them into the FingerMotion telecommunications and insurance ecosystem, the Company would be able to provide functional insights and facilitate
+Added: the transformation of key components of the insurance value chain, including driving more effective and efficient underwriting, enabling
+Added: fraud evaluation and management, empowering channel expansion and market penetration through novel product innovation, and more.
+Added: objective is to promote, enhance and deliver better value to our customers and collaborators.
The Company’s proprietary risk assessment
1 unchanged sentence
The Company has the ability to
−Removed: provide potential customers and partners with insights-driven and technology-enabled solutions and applications including preferred risk
−Removed: selection, precision marketing, product customization, and claims management (e.g., fraud detection).
−Removed: The Company’s mission is to
−Removed: deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance industries that result in more
−Removed: accurate risk assessments, more efficient processes, and a more delightful user experience.
+Added: provide potential customers and collaborators with insights-driven and technology-enabled solutions and applications including preferred
+Added: risk selection, precision marketing, product customization, and claims management (e.g., fraud detection).
+Added: The Company’s mission
+Added: is to deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance industries that result
+Added: in more accurate risk assessments, more efficient processes, and a more delightful user experience.
On or around January 25, 2021, the Company’s
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product offerings and customer experience.
−Removed: Our Video Game Division
−Removed: The video game industry covers multiple sectors
−Removed: and is currently experiencing a move away from physical games towards digital software.
−Removed: Advances in technology and streaming now allow
−Removed: users to download games rather than visiting retailers.
−Removed: Video game publishers are expanding their direct-to-consumer channels with mobile
−Removed: gaming, the current growth leader, and eSports and virtual reality gaining momentum as the next big sectors.
−Removed: In June 2018, we temporarily
−Removed: paused its publishing and operating plans for existing games, and the Company’s Board of Directors decided to re-focus the Company’s
−Removed: resources into new business opportunities in China, particularly the mobile phone payment and data business.
+Added: Smart Mobility Solutions
+Added: Through our VIE, JiuGe Technology, we have developed
+Added: the C2 Platform to address critical communications needs for emergency response, disaster recovery, and specialized field operations.
+Added: The C2 Platform integrates satellite communication, 5G mobile networks, IoT-enabled sensors, AI-driven data analytics, and cloud-based
+Added: infrastructure to enable real-time data transmission, remote monitoring, and mobile command coordination.
+Added: The C2 Platform is part of our Smart Mobility
+Added: strategic vertical that focuses on the development and deployment of advanced communication and command platforms for commercial and specialty
+Added: Through integrated technologies including satellite communications, 5G connectivity, IoT systems, and AI-driven analytics, we
+Added: enable real-time situational awareness, fleet coordination, and remote operations.
+Added: These solutions are designed to enhance operational
+Added: resilience in emergency response, logistics, and critical infrastructure sectors.
+Added: Our Smart Mobility initiatives form a key component
+Added: of our growth strategy, supporting the expansion of connected vehicle ecosystems and creating new revenue opportunities in domestic and
+Added: international markets.
+Added: DaGe Platform
+Added: The DaGe Platform is an integrated digital marketplace
+Added: connecting automotive owners with service providers and accessory vendors.
+Added: It offers services such as car maintenance, repair, tire replacement,
+Added: and electric vehicle (“ EV ”) charging, along with the ability to purchase automotive accessories.
+Added: The platform features
+Added: geolocation tools, booking management, ratings, and secure payments, and supports the expansion of EV infrastructure.
+Added: It creates multiple
+Added: revenue streams through subscriptions, transaction fees, advertising, and product sales, aligning with the Company’s Smart Mobility
+Added: Solutions strategy.
Corporate Information
9 unchanged sentences
111 Somerset Road, Level 3, Singapore 238164, and our telephone number is (347) 349-5339.
−Removed: We are a holding company incorporated in Delaware
−Removed: and not an operating company incorporated in the People’s Republic of China (the “ PRC ” or “ China ”).
−Removed: As a holding company, we conduct a significant part of our operations through our subsidiaries and through the VIE Agreements with the
−Removed: VIE based in China.
+Added: As described above, our Company has been organized
+Added: as a holding company and conducts a significant part of our operations through our subsidiaries and through the VIE Agreements entered
+Added: into between JiuGe Management, our indirect wholly-owned WFOE, and JiuGe Technology.
+Added: JiuGe Technology is a VIE which is owned by Ms.
+Added: Li who, in addition to being the sole shareholder, is also the legal representative and general manager.
+Added: The VIE Agreements have not been
+Added: tested in court.
+Added: As a result of our use of the VIE structure, you may never directly hold equity interests in the VIE.
+Added: Any securities
+Added: that we offer will be securities of the Company, the Delaware holding company, not of the VIE.
+Added: As described in more detail below, under the subheading
+Added: “VIE Agreements,” we fund the registered capital and operating expenses of the VIE by extending loans to Ms.
+Added: Li Li, the sole
+Added: shareholder of the VIE, for the purpose of funding the capital contribution of the subscribed capital of the VIE.
+Added: The VIE Agreements governing
+Added: 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
+Added: economic performance, (ii) receive substantially all of the economic benefits of the VIE, and (iii) have an exclusive call option to purchase,
+Added: at any time, all or part of the equity interests in and/or assets of the VIE to the extent permitted by Chinese laws.
+Added: As a result of the
+Added: VIE Agreements, the Company is considered the primary beneficiary of the VIE for accounting purposes and is able to consolidate the financial
+Added: results of the VIE in its consolidated financial statements in accordance with U.S.
The following diagram depicts our corporate structure:
Our holding company structure presents unique
−Removed: risks as our investors may never directly hold equity interests in our subsidiaries or the VIE, and will be dependent upon contributions
+Added: risks as our investors may never directly hold equity interests in our subsidiaries or the VIE, and we will be dependent upon contributions
from our subsidiaries and the VIE to finance our cash flow needs.
3 unchanged sentences
However, as of March 31, 2023, pursuant
−Removed: 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
−Removed: The business of our subsidiaries and the VIE until now are not subject to cybersecurity review with the CAC, given that:
−Removed: 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
−Removed: the authorities;
−Removed: (ii) we do not possess a large amount of personal information in our business operations.
−Removed: In addition, we are not subject
−Removed: to merger control review by China’s anti-monopoly enforcement agency due to the level of our revenues which provided from us and
−Removed: audited by our auditor and the fact that we currently do not expect to propose or implement any acquisition of control of, or decisive
−Removed: influence over, any company with revenues within China of more than RMB400 million.
−Removed: Currently, these statements and regulatory actions
−Removed: have had no impact on our daily business operations, the ability to accept foreign investments and list our securities on an U.S.
−Removed: foreign exchange.
−Removed: However, since these statements and regulatory actions, including the Overseas Listing Trial Measures, are new, it is
−Removed: uncertain what potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept
−Removed: foreign investments and list our securities on an U.S.
+Added: to the Overseas Listing Trial Measures promulgated by the CSRC, we will be required to make filings with the CSRC with respect to any
+Added: new overseas offering of our securities.
+Added: Generally, we understand that, for these purposes, the filing requirement would apply in respect
+Added: of securities that are offered in a public overseas offering, and likely to securities that, having been offered in a private overseas
+Added: offering, become eligible for resale to the public.
+Added: The business of our subsidiaries and the VIE until
+Added: now are not subject to cybersecurity review with the CAC, given that:
+Added: (i) data processed in our business does not have a bearing on national
+Added: security and thus may not be classified as core or important data by the authorities;
+Added: (ii) we do not possess a large amount of personal
+Added: information in our business operations.
+Added: In addition, we are not subject to merger control review by China’s anti-monopoly enforcement
+Added: 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
+Added: to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China of more than
+Added: RMB400 million.
+Added: Currently, these statements and regulatory actions have had no impact on our daily business operations, the ability to
+Added: accept foreign investments and list our securities on an U.S.
or other foreign exchange.
+Added: However, since these statements and regulatory
+Added: actions, including the Overseas Listing Trial Measures, are new, it is uncertain what potential impact such modified or new laws and regulations
+Added: will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S.
+Added: or other foreign
To operate, the VIE and Beijing XunLian TianXia
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of our PRC subsidiary may be ordered to suspend and its business qualifications and licenses may be revoked.
−Removed: To address challenges resulting from laws,
−Removed: policies and practices that may disfavors foreign-owned entities that operate within industries deemed sensitive by the Chinese
−Removed: government, we use the VIE structure to provide contractual exposure to foreign investment in the PRC-based companies.
−Removed: of the equity of a WFOE, Shanghai JiuGe Business Management Co., Ltd.
−Removed: (“ JiuGe Management ”), which has entered
−Removed: into the VIE Agreements with the VIE, which is owned by Ms.
−Removed: Li Li the legal representative and general manager, and also the
−Removed: shareholder of the VIE.
−Removed: The VIE Agreements have not been tested in court.
−Removed: As a result of our use of the VIE structure, you may never
−Removed: directly hold equity interests in the VIE.
−Removed: Any securities that we offer will be securities of the Company, the Delaware holding
−Removed: company, not of the VIE.
−Removed: the registered capital and operating expenses of the VIE by extending loans to the shareholders of the VIE.
−Removed: The VIE Agreements governing
−Removed: 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
−Removed: economic performance, (ii) receive substantially all of the economic benefits of the VIE, and (iii) have an exclusive call option to purchase,
−Removed: at any time, all or part of the equity interests in and/or assets of the VIE to the extent permitted by Chinese laws.
−Removed: As a result of the
−Removed: VIE Agreements, the Company is considered the primary beneficiary of the VIE for accounting purposes and is able to consolidate the financial
−Removed: results of the VIE in its consolidated financial statements in accordance with U.S.
−Removed: As a result, investors in our Common
−Removed: 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
1 unchanged sentence
that certain Share Exchange Agreement (the “ Share Exchange Agreement ”) by and among the Company, Finger Motion Company
−Removed: Limited, a Hong Kong corporation (“ FMCL ”) and certain shareholders of FMCL (the “ FMCL Shareholders ”).
−Removed: FMCL, a Hong Kong corporation, was formed on April 6, 2016 and is an information technology company that specializes in operating and
−Removed: publishing mobile games.
−Removed: Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of FMCL
−Removed: held by the FMCL Shareholders for shares of common stock of the Company.
−Removed: On the closing date of the Share Exchange Agreement, the Company
−Removed: issued 12,000,000 shares of common stock to the FMCL shareholders.
−Removed: In addition, the Company issued 600,000 shares to consultants in connection
−Removed: with the transactions contemplated by the Share Exchange Agreement, and 2,562,500 additional shares to accredited investors, which was
−Removed: a concurrent financing but not a condition of closing the Share Exchange Agreement.
+Added: Limited (“ FMCL ”) and certain shareholders of FMCL (the “ FMCL Shareholders ”).
+Added: FMCL, a Hong Kong corporation,
+Added: was formed on April 6, 2016 and is an information technology company that then specialized in operating and publishing mobile games.
+Added: to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of FMCL held by the FMCL Shareholders for
+Added: shares of common stock of the Company.
+Added: On the closing date of the Share Exchange Agreement, the Company issued 12,000,000 shares of common
+Added: stock to the FMCL shareholders.
+Added: In addition, the Company issued 600,000 shares to consultants in connection with the transactions contemplated
+Added: by the Share Exchange Agreement, and 2,562,500 additional shares to accredited investors, which was a concurrent financing but not a condition
+Added: 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.
−Removed: The Company operates its video game
−Removed: division through FMCL.
−Removed: However, in June 2018, the Company decided to pause the operation of the game division as it saw the opportunity
−Removed: in the telecommunication business and have since refocused into this business.
+Added: At that time, FMCL continued operations
+Added: as the Company’s video game division.
+Added: However, in June 2018, the Company decided to pause the operation of the game division as
+Added: it saw the opportunity in the telecommunication business and have since refocused into this business.
This description of the Share Exchange Agreement
3 unchanged sentences
On October 16, 2018, the Company, through its
−Removed: indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd.
−Removed: (“ JiuGe Management ”), entered into a
−Removed: series of agreements known as variable interest agreements (the “ VIE Agreements ”) pursuant to which Shanghai JiuGe
−Removed: Information Technology Co., Ltd.
−Removed: (“ JiuGe Technology ”) became our contractually controlled affiliate.
−Removed: The use of VIE
−Removed: agreements is a common structure used to acquire PRC corporations, particularly in certain industries in which foreign investment is restricted
−Removed: or forbidden by the PRC government.
−Removed: The VIE Agreements include a Consulting Services Agreement, a Loan Agreement, a Power of Attorney
−Removed: Agreement, a Call Option Agreement, and a Share Pledge Agreement in order to secure the connection and commitments of JiuGe Technology.
+Added: indirect wholly-owned WFOE, JiuGe Management, entered into the VIE Agreements pursuant to which JiuGe Technology became our contractually
+Added: controlled affiliate.
+Added: The use of VIE agreements is a common structure used to acquire operational control of PRC corporations, particularly
+Added: in certain industries in which foreign investment is restricted or forbidden by the PRC government.
+Added: The VIE Agreements include a Consulting
+Added: Services Agreement, a Loan Agreement, a Power of Attorney Agreement, a Call Option Agreement, and a Share Pledge Agreement in order to
+Added: secure the connection and commitments of JiuGe Technology.
We operate our mobile payment platform business through JiuGe Technology.
15 unchanged sentences
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”;
−Removed: 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 ”).
−Removed: This agreement was duly signed between the WFOE and Ms.
−Removed: Under this agreement, the WFOE loaned RMB 10,000,000 to Ms.
−Removed: Li Li, as the sole shareholder of the VIE, solely for the purpose of the capital contribution of the subscribed capital of the VIE.
+Added: a loan agreement through which JiuGe Management grants loans to Ms.
+Added: Li Li, as the sole shareholder of JiuGe Technology for the purpose of capital contribution (the “ JiuGe Technology Loan Agreement ”).
+Added: Under this agreement, JiuGe Management loaned RMB 10,000,000 to Ms.
+Added: Li Li, as the sole shareholder of the VIE, solely for the purpose of funding the capital contribution of the subscribed capital of the VIE.
The loan amount has now been increased to RMB50,000,000.
1 unchanged sentence
Li Li’s obligations under the JiuGe Technology Loan Agreement, Ms.
−Removed: 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.
+Added: Li Li pledged 100% equity interests in JiuGe Technology, representing the entire registered capital of the VIE, by way of first-ranking security to the WFOE.
This agreement could constrain Ms.
26 unchanged sentences
(h) pay, make or declare any dividend, charge, fee or other distribution of any kind;
−Removed: (i) incure, create or permit to subsist or have any outstanding financial indebtedness;
+Added: (i) incur, 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;
24 unchanged sentences
our reach to expand into additional provinces in the PRC.
−Removed: In September 2018, JiuGe Technology launched and
−Removed: commercialized mobile payment and recharge services to businesses for China Unicom.
−Removed: The JiuGe Technology mobile payment and recharge platform
−Removed: enables the seamless delivery of real-time payment and recharge services to third-party channels and businesses.
−Removed: We earn a negotiated
−Removed: 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.
−Removed: To encourage consumers to utilize our portal instead of using our competitors’ platforms or paying China Unicom or China Mobile
−Removed: directly, we offer mobile data and talk time at a rate discounted from these companies’ stated rates, which are also the rates we
−Removed: must pay to them to purchase the mobile data and talk time provided to consumers through the use of our platform.
−Removed: Accordingly, we earn
−Removed: income on the rebates we receive from the telecommunications companies, reduced by the amounts by which we discount the mobile data and
−Removed: talk time sold through our platform.
+Added: In September 2018, JiuGe Technology launched and commercialized
+Added: mobile payment and recharge services to businesses for China Unicom.
+Added: The JiuGe Technology mobile payment and recharge platform enables
+Added: the seamless delivery of real-time payment and recharge services to third-party channels and businesses.
+Added: We earn a negotiated rebate amount
+Added: from each of China Unicom and China Mobile for all monies paid by consumers to China Unicom and China Mobile that we process.
+Added: consumers to utilize our portal instead of using our competitors’ platforms or paying China Unicom or China Mobile directly, we
+Added: offer mobile data and talk time at a rate discounted from these companies’ stated rates, which are also the rates we must pay to
+Added: them to purchase the mobile data and talk time provided to consumers through the use of our platform.
+Added: Accordingly, we earn income on the
+Added: rebates we receive from the telecommunications companies, reduced by the amounts by which we discount the mobile data and talk time sold
+Added: through our platform.
In October 2018, China Unicom and China Mobile
1 unchanged sentence
This description of the VIE Agreements discussed
−Removed: 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
−Removed: as exhibits to our Current Report on Form 8-K filed with the SEC on December 27, 2018 and are incorporated by reference herein.
−Removed: translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit 10.6 to our Form S-1/A (Amendment No.
−Removed: with the SEC on January 5, 2023, and is incorporated by reference herein.
−Removed: Acquisition of Beijing Technology
−Removed: On March 7, 2019, the Company through JiuGe Technology
−Removed: acquired Beijing Technology, a company in the business of providing mass SMS text services to businesses looking to communicate with large
−Removed: numbers of their customers and prospective customers.
−Removed: Through Beijing Technology, the Company entered into the business of mass SMS text
−Removed: message service as a compliment to its mobile payment and recharge business.
−Removed: The mass SMS text message service offers bulk SMS services
−Removed: to end consumers with competitive pricing.
−Removed: Currently, the Company’s SMS integrated platform is processing more than 150 million
−Removed: SMS text messages per month.
−Removed: Beijing Technology retains a license from the Ministry of Industry and Information Technology (“ MIIT ”)
−Removed: to operate SMS and MMS business in the PRC.
−Removed: Similar to the mobile recharge business, Beijing Technology is required to make a deposit
−Removed: or bulk purchase in advance and has secured business customers that will utilize Beijing Technology’s SMS integrated platform to
−Removed: send bulk SMS text messages monthly.
−Removed: Beijing Technology has the capability to manage and track the entire process, including to assist
−Removed: the Company’s clients to fulfil the government guidelines, until the SMS messages have been delivered successfully.
+Added: above does not purport to be complete and are qualified in their entirety by reference to the terms of the VIE Agreements, which were
+Added: 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.
+Added: The English translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit 10.6 to our Form S-1/A (Amendment
+Added: 1) filed with the SEC on January 5, 2023, and is incorporated by reference herein.
+Added: Acquisition of Operational Control of Beijing
+Added: On March 7, 2019, the Company acting through JiuGe
+Added: Technology acquired operational control of Beijing Technology, a company in the business of providing mass SMS text services to businesses
+Added: looking to communicate with large numbers of their customers and prospective customers.
+Added: Through Beijing Technology, the Company entered
+Added: into the business of mass SMS text message service as a compliment to its mobile payment and recharge business.
+Added: The mass SMS text message
+Added: service offers bulk SMS services to end consumers with competitive pricing.
+Added: Currently, the Company’s SMS integrated platform is
+Added: processing more than 150 million SMS text messages per month.
+Added: Beijing Technology retains a license from the Ministry of Industry and Information
+Added: Technology (“ MIIT ”) to operate SMS and MMS business in the PRC.
+Added: Similar to the mobile recharge business, Beijing Technology
+Added: is required to make a deposit or bulk purchase in advance and has secured business customers that will utilize Beijing Technology’s
+Added: SMS integrated platform to send bulk SMS text messages monthly.
+Added: Beijing Technology has the capability to manage and track the entire process,
+Added: including to assist the Company’s clients to fulfil the government guidelines, until the SMS messages have been delivered successfully.
China Unicom Cooperation Agreement
22 unchanged sentences
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.
−Removed: In January 2022, Shanghai TengLian JiuJiu Information
−Removed: Communication Technology Co., Ltd.
−Removed: (“ TengLian ”) (a 99% owned subsidiary of Shanghai JiuGe Information Technology Co.,
−Removed: Ltd.) signed a co-operation agreement with China Unicom to launch the Device Protection program for mobile phones and the new 5G phones.
+Added: In January 2022, TengLian (a 99% owned subsidiary
+Added: of JiuGe Technology) signed a co-operation agreement with China Unicom to launch the Device Protection program for mobile phones and the
+Added: new 5G phones.
Intercorporate Relationships
18 unchanged sentences
Contractually controlled
+Added: Shanghai KeShunXiang Automobile Service Co., Ltd.
+Added: Contractually controlled
Finger Motion Company Limited is a wholly-owned subsidiary of FingerMotion, Inc.
1 unchanged sentence
Finger Motion (CN) Limited is a wholly-owned subsidiary of Finger Motion (CN) Global Limited.
−Removed: Shanghai JiuGe Business Management Co., Ltd.
−Removed: is a wholly-owned subsidiary of Finger Motion (CN) Limited.
−Removed: Shanghai JiuGe Information Technology Co., Ltd.
−Removed: is a variable interest entity that is contractually controlled by Shanghai JiuGe Business Management Co., Ltd.
+Added: Shanghai JiuGe Business Management Co., Ltd., sometimes referred to in this Annual Report as “the WFOE,” is a wholly-owned subsidiary of Finger Motion (CN) Limited.
+Added: Shanghai JiuGe Information Technology Co., Ltd., sometimes referred to in this Annual Report as “the VIE,” is a variable interest entity that is contractually controlled by Shanghai JiuGe Business Management Co., Ltd.
Beijing XunLian TianXia Technology Co., Ltd.
4 unchanged sentences
is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.
+Added: Shanghai KeShunXiang Automobile Service Co., Ltd.
+Added: is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.
Because we do not directly hold equity interests
24 unchanged sentences
and adverse effect on our business.
−Removed: As of the date of this periodic report on Form
−Removed: 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
−Removed: operations of the VIE, other than a value-added telecommunications business licence, which has already been obtained.
−Removed: Nevertheless, Chinese
−Removed: regulatory authorities may in the future promulgate laws, regulations or implement rules that require us, our subsidiaries or the VIEs
−Removed: to obtain permissions from such regulatory authorities to approve the operations of the VIE or any securities listing.
+Added: As of the date of this Annual Report on Form 10-K,
+Added: 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
+Added: of the VIE, other than a value-added telecommunications business licence, which has already been obtained.
+Added: Nevertheless, Chinese regulatory
+Added: authorities may in the future promulgate laws, regulations or implement rules that require us, our subsidiaries or the VIEs to obtain
+Added: permissions from such regulatory authorities to approve the operations of the VIE or any securities listing.
Products and Services
33 unchanged sentences
product offerings across online stores on various platforms.
−Removed: The Company plans to commercialize the offering in the first quarter of 2021.
Down-Stream Partners
16 unchanged sentences
In 2024, the telecommunications industry
−Removed: in China sent a total of around 1,869 billion SMS 1 , equivalent to a market size of RMB 45 billion 2
−Removed: (~$6.31 billion), a year-on-year decrease of 0.3% 3 compared
−Removed: to 2022The Company was responsible for 697 million, or 0.037% of the market share for the fiscal year ended February 29, 2024.
+Added: in China sent a total of around 2,016 billion SMS 1 , marking a 7.9% year-on-year increase compared to 2023.
+Added: This activity generated
+Added: a market size of RMB46.3 billion 2 (~$6.42 billion), reflecting a 2.5% 3 year-on-year growth.
+Added: For the fiscal year
+Added: ended February 28, 2025, the Company accounted for 13 million SMS representing 0.006% of the total market share.
+Added: https://www.miit.gov.cn/gxsj/tjfx/txy/art/2025/art_641c048c5d4f4e308098bf6c4e3dcb4a.html
+Added: https://wap.miit.gov.cn/jgsj/yxj/xxfb/art/2024/art_8e331aa8abeb4870a7446a3be26d3ce1.html
+Added: https://www.miit.gov.cn/gxsj/tjfx/txy/art/2024/art_76b8ecef28c34a508f32bdbaa31b0ed2.html
There are strict policies imposed by the Chinese
20 unchanged sentences
successfully.
−Removed: 1 https://www.chinabaogao.com/data/202402/691933.html
−Removed: 2 https://wap.miit.gov.cn/jgsj/yxj/xxfb/art/2024/art_8e331aa8abeb4870a7446a3be26d3ce1.html
−Removed: 3 https://www.miit.gov.cn/gxsj/tjfx/txy/art/2024/art_76b8ecef28c34a508f32bdbaa31b0ed2.html
The Company’s SMS Integrated System performs
7 unchanged sentences
Telecommunication operators around the world
−Removed: have reached consensus on the need to upgrade the operator messaging service from SMS to Rich Communication Services (RCS) messaging
−Removed: in the 5G era.
−Removed: Worldwide, the GSM Association (GSMA) indicates 90 operators have launched RCS in 60 countries, attracting approximately
−Removed: 421 million users and projecting an estimated value of $15.78 billion by 2027, growing at a CAGR of 18.5%.
+Added: have reached consensus on the need to upgrade the operator messaging service from SMS to Rich Communication Services (“ RCS ”)
+Added: messaging in the 5G era.
+Added: Worldwide, the GSM Association (“ GSMA ”) indicates 90 operators have launched RCS in 60 countries,
+Added: attracting approximately 421 million users and projecting an estimated value of $15.78 billion by 2027, growing at a compound annual
+Added: growth rate, or CAGR, of 18.5%.
On April 8, 2020, China’s three major telecommunication
3 unchanged sentences
Person-to-Person (“ P2P ”) messaging, but also Application-to-Person (“ A2P ”) messaging.
−Removed: Through P2P messaging, RCS offers a richer text-messaging
−Removed: system, provides phonebook polling and is capable of transmitting in-call multimedia features.
−Removed: A2P messaging enables businesses and brands
−Removed: to communicate with users via chatbot, facilitates the sharing of high-quality videos but also more direct interfacing with the internet;
−Removed: consumers will no longer have to download multiple mobile apps and can, for instance, directly buy train tickets and book flights by just
−Removed: sending messages.
+Added: messaging, RCS offers a richer text-messaging system, provides phonebook polling and is capable of transmitting in-call multimedia features.
+Added: A2P messaging enables businesses and brands to communicate with users via chatbot, facilitates the sharing of high-quality videos but
+Added: also more direct interfacing with the internet;
+Added: consumers will no longer have to download multiple mobile apps and can, for instance,
+Added: directly buy train tickets and book flights by just sending messages.
In March 2020, the Company’s management
19 unchanged sentences
among the first partners launching services on the platform.
−Removed: 4 https://www.gsma.com/futurenetworks/rcs/ & https://www.marketresearch.com/Infogence-Marketing-Advisory-Services-v4010/Global-Rich-Communication-Services-RCS-30323369/
−Removed: 5 https://www.gsma.com/futurenetworks/wp-content/uploads/2020/04/5G-Messaging-White-Paper-EN.pdf
Big Data Insights
The Company launched its proprietary platform
−Removed: “Sapientus” in July 2020 as its big data insights arm to deliver data-driven solutions and insights for businesses within
−Removed: the insurance and financial services industries.
−Removed: Leveraging the Company’s strong tech and data backbone, Sapientus specializes in
−Removed: data mining and insights extraction.
−Removed: The Company’s flexible data structure is built from the ground up, by transforming raw telco
−Removed: data into basic building blocks, statistical measures and behavioral inferences, while layering in auxiliary contextual information, to
−Removed: extract behavioral insights and power revolutionary applications for insurance and financial services.
−Removed: Over the past several years, Sapientus’
+Added: “Sapientus” in July 2020 to deliver data-driven solutions and insights for businesses within the insurance and financial services
+Added: Sapientus forms the core of the Company’s big data analytics arm, which is housed in the Company’s indirect wholly-owned
+Added: subsidiary, Finger Motion Financial Company Limited (“FMFC”).
+Added: Leveraging the Company’s strong tech and data backbone,
+Added: Sapientus specializes in data mining and insights extraction.
+Added: The Company’s flexible data structure is built from the ground up,
+Added: by transforming raw telco data into basic building blocks, statistical measures and behavioral inferences, while layering in auxiliary
+Added: contextual information, to extract behavioral insights and power revolutionary applications for insurance and financial services.
+Added: https://www.gsma.com/futurenetworks/rcs/ & https://www.marketresearch.com/Infogence-Marketing-Advisory-Services-v4010/Global-Rich-Communication-Services-RCS-30323369/
+Added: https://www.gsma.com/futurenetworks/wp-content/uploads/2020/04/5G-Messaging-White-Paper-EN.pdf
+Added: Over the past several years, Sapientus’s
predictive models had garnered much interest and positive receptivity from the industry, particularly reinsurers and insurers in China
7 unchanged sentences
expanding modeling efforts to cover various insurance products;
−Removed: begin promoting models to a broader client base for extensive real-world use, targeting insurers as well as various other ecosystem partners.;
+Added: begin promoting models to a broader client base for extensive real-world use, targeting insurers as well as various other prospective collaborators in the ecosystem;
further developing a sales rating engine by leveraging our comprehensive data assets and applying AI technology.
5 unchanged sentences
focus has been on building its brand and honing its rating framework and analytics.
−Removed: To accomplish this, the Company is partnering with
−Removed: reinsurers to increase its visibility as well as assimilate its data analytics into the reinsurers’ value chain.
−Removed: Engagements include,
−Removed: among various other initiatives, underwriting enhancement, market segmentation and product design..
−Removed: Revenue during this time has been
−Removed: sourced mainly from offering proprietary rating system and related services that are customized to fit the Company’s reinsurer partners’
−Removed: specific needs.
−Removed: Furthermore, establishing collaborative facilities with reinsurers has allowed the Company to integrate posterior information
−Removed: (claims and underwriting experience, for example) and further improve its scoring/measurement system.
+Added: To accomplish this, the Company, acting primarily
+Added: through FMFC, is entering into collaboration agreements with reinsurers to increase Sapientus’s visibility, as well as assimilating
+Added: its data analytics into the reinsurers’ value chain.
+Added: Engagements include, among various other initiatives, underwriting enhancement,
+Added: market segmentation and product design..
+Added: Revenue during this time has been sourced mainly from offering proprietary rating system and
+Added: related services that are customized to fit the reinsurer collaboration parties’ specific needs, in consideration of royalties.
+Added: Furthermore, establishing collaborative facilities with reinsurers has allowed the Company to integrate posterior information (claims
+Added: and underwriting experience, for example) and further improve its scoring/measurement system.
The expansion stage will see the Company offer
−Removed: tech services to cover more insurance product lines and serve more industry clients and partners/channels.
−Removed: Furthermore, the Company will
−Removed: also expand its revenue focus from offering rating system alone to potential earning of commissions and profit shares through channel
+Added: tech services to cover more insurance product lines and serve more industry clients and collaborator/channels.
+Added: Furthermore, the Company
+Added: 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
−Removed: through the Company’s affiliated company and reinsurance brokerage firm partner, supported by leads generation for niche marketing
−Removed: and further upselling.
−Removed: In addition, developing customized product solutions with reinsurers will augment value proposition, offering more
−Removed: personalized and efficient coverage based on the latent risks of individuals.
−Removed: Precision marketing enhances product take-up rates, while
−Removed: preferred risk selection is expected to attract profitable business and improve portfolio results.
−Removed: As such, added value can be generated
−Removed: and shared among Sapientus and its (re)insurer and distribution partners.
+Added: through the Company’s affiliated companies, including JiuGe Technology, and reinsurance brokerage firm with which it has collaboration
+Added: agreements, supported by leads generation for niche marketing and further upselling.
+Added: In addition, developing customized product solutions
+Added: with reinsurers will augment value proposition, offering more personalized and efficient coverage based on the latent risks of individuals.
+Added: Precision marketing enhances product take-up rates, while preferred risk selection is expected to attract profitable business and improve
+Added: portfolio results.
+Added: As such, added value can be generated through FMFC’s Sapientus Platform and shared among FMFC and its (re)insurer
+Added: and distribution collaborators.
As Sapientus matures, the Company enters the integration
8 unchanged sentences
The Company’s platform can be
−Removed: used standalone as an independent rating tool, as well as offered as part of an integrated system, joining forces with various ecosystem
−Removed: partners on data access, customer relationships, advanced analytics, product and service capabilities.
−Removed: Types of value that can be realized
−Removed: through ecosystems include:
+Added: used standalone as an independent rating tool, as well as offered as part of an integrated system, joining forces with various collaborators
+Added: in the ecosystem on data access, customer relationships, advanced analytics, product and service capabilities.
+Added: Types of value that can
+Added: be realized through ecosystems include:
Friction reduction :
4 unchanged sentences
Mining and analyzing available data, applying learnings to deliver convenience and tangible benefits to customers.
+Added: Smart Mobility Solutions
+Added: Our Smart Mobility Solutions business vertical
+Added: focuses on enabling next-generation connected vehicle ecosystems by integrating advanced communication, data, and AI technologies into
+Added: commercial and specialty (e.g., emergency response) vehicles.
+Added: Through our subsidiary, JiuGe Technology, we provide system integration
+Added: services and technology platforms that support the development of intelligent, networked vehicle fleets for government and enterprise
+Added: We have developed the Advanced Mobile Integrated
+Added: Command and Communication Platform (the “C2 Platform”) as a core offering to address critical communications needs for emergency
+Added: response, disaster recovery, and specialized field operations.
+Added: The C2 Platform integrates satellite communication, 5G mobile networks,
+Added: IoT-enabled sensors, AI-driven data analytics, and cloud-based infrastructure to enable real-time data transmission, remote monitoring,
+Added: and mobile command coordination.
+Added: The C2 Platform equips emergency response and
+Added: specialized vehicles with real-time satellite and 5G communication, IoT-enabled sensors, AI-driven analytics, and cloud-based command
+Added: This platform is designed to enhance field operations by maintaining reliable communication links, enabling remote command capabilities,
+Added: and facilitating data-driven decision-making, even in remote or disaster-affected environments.
+Added: By combining mobile communications and satellite
+Added: technologies, the C2 Platform ensures operational continuity in both urban and remote environments, providing first responders and field
+Added: personnel with stable and secure communication channels.
+Added: The C2 Platform includes advanced features such as an in-vehicle unified communications
+Added: hub, smart PTZ cameras, unmanned aerial vehicles (UAVs), satellite communication terminals, and integrated multimedia dispatch systems.
+Added: It is compliant with the security and operational standards certified by China’s Ministry of Industry and Information Technology
+Added: The C2 Platform is a key component of our Smart
+Added: Mobility strategic vertical.
+Added: It expands our product portfolio to include advanced connected vehicle technologies and supports broader
+Added: commercial and government applications in sectors such as public safety, logistics, specialized transportation, and emergency management.
+Added: DaGe Platform
+Added: The DaGe platform is an integrated digital marketplace
+Added: designed to connect automotive owners with a wide network of service providers and merchants.
+Added: It enables users to access a variety of
+Added: automotive services, such as car maintenance, repairs, tire replacement, and electric vehicle (EV) charging stations.
+Added: Additionally, the
+Added: platform allows merchants to sell car-related products and accessories, creating a comprehensive automotive marketplace.
+Added: The DaGe platform functions as an online marketplace
+Added: tailored to automotive needs, aggregating service providers and product vendors into a single, user-friendly ecosystem.
+Added: Through the DaGe
+Added: Mobile App, users can locate nearby services using geolocation, schedule appointments, purchase accessories, and make secure payments.
+Added: Features include service provider ratings, booking management, promotions, and loyalty rewards.
+Added: Supporting the expansion of EV infrastructure,
+Added: the DaGe platform facilitates access to a growing network of EV charging stations, aligning with broader trends toward sustainable mobility.
+Added: With collaboration arrangements in place, the platform currently has integrated around 86,000 charging stations and secured around 12,500
+Added: vendors and service providers as of February 2025;
+Added: and will continue to enhance the platform’s reach and offerings.
+Added: The DaGe platform is a key component of our Smart
+Added: Mobility Solutions strategy, generating multiple revenue streams through subscription fees, transaction commissions, advertising, and
+Added: sales of automotive goods and services.
+Added: It further positions FingerMotion within the evolving automotive services and connected mobility
Growth Strategy
14 unchanged sentences
Diversification.
−Removed: 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.
+Added: Breaking away from the Company’s core and traditional business, the Company, acting primarily through its indirect wholly-owned subsidiary, FMFC, which houses the Company’s big data analytics arm, is moving into the insurance technology (“ insurtech ”) space with Sapientus.
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.
−Removed: The Company intends to continue to build the strongest team in all of its various businesses.
−Removed: 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.
+Added: intends to continue to build the strongest team in all of its various businesses.
+Added: The Company intends to also continue to build its core
+Added: values to enhance and differentiate its support and services to ensure it is able to stand out from its competitors.
+Added: the development and deployment of C2 Platform.
+Added: As part of our long-term growth strategy, the Company is advancing the development
+Added: and deployment of its Advanced Mobile Integrated Command and Communication (C2) Platform.
+Added: We aim to expand adoption across municipal
+Added: agencies, public safety departments, and private-sector entities through strategic partnerships, pilot programs, and targeted geographic
+Added: rollouts in China.
+Added: Continued investment in infrastructure, regulatory compliance, and cross-sector collaboration is expected to position
+Added: the C2 Platform as a key driver of revenue diversification and technological leadership within our smart mobility ecosystem.
+Added: of DaGe Platform.
+Added: The Company continues to invest in the development of DaGe platform and its mobile applications.
+Added: We will further
+Added: enhance our platform by expanding the network of service providers, increasing the number of EV charging stations, and integrating more
+Added: product and service offerings into the ecosystem.
Sales and Marketing
4 unchanged sentences
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.
−Removed: 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.
+Added: ■ The Company intends to continue to focus on, and expand, its roster
+Added: of corporate clients to improve sales in its SMS business, and intends to focus on expanding into different industries.
+Added: § The Company’s
+Added: sales and marketing efforts for the DaGe platform focus on driving user growth, transaction volume, and service provider engagement within
+Added: our digital automotive services marketplace.
+Added: We leverage our telecommunications customer base and digital channels, including WeChat
+Added: Mini-Programs, in-app promotions, SMS campaigns, and social media advertising to promote the platform.
+Added: Strategic partnerships with automotive
+Added: service providers and EV charging networks support co-marketing opportunities, while referral incentives, loyalty programs, and geo-targeted
+Added: promotions are used to boost user engagement and retention.
+Added: As we expand into new markets, our marketing strategy will be localized to
+Added: align with regional service availability and consumer behavior.
+Added: Advanced Mobile Integrated Command and Communication (C2) Platform, our marketing strategy is centered on enterprise and public-sector
+Added: sales, with a focus on municipalities, emergency response agencies, and industrial operators.
+Added: Sales efforts include direct outreach,
+Added: government procurement processes, and strategic alliances with automotive manufacturers.
+Added: We promote the platform through pilot programs,
+Added: live demonstrations, and participation in public safety and technology events.
+Added: To support adoption, our technical team provides implementation
+Added: support, integration services, and training to ensure client success and position the C2 platform as a scalable solution.
Research & Development
3 unchanged sentences
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.
−Removed: 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.
+Added: By integrating with external data sources, the Company’s R&D department can develop innovative insurtech and fintech products in collaboration with re-insurance and financial services companies.
Our industry is highly competitive, rapidly changing,
153 unchanged sentences
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.