45 unchanged sentences
we have experienced net losses.
−Removed: We generated a net loss of approximately $5.0 million during the nine-month period ended November 30,
−Removed: 2024 and net losses of approximately $3.8 million, $7.5 million and $4.9 million for the years ended February 29, 2024, 2023 and 2022,
−Removed: respectively.
−Removed: At November 30, 2024 and February 29, 2024, we had an accumulated deficit of approximately $33.5 million and $28.4 million,
−Removed: respectively.
−Removed: We have not achieved profitability, and we may not realize sufficient revenue to achieve profitability in future periods.
−Removed: Our expenses will likely increase in the future as we develop and launch new offerings and platform features, expand in existing and new
−Removed: markets, increase our sales and marketing efforts and continue to invest in our platform.
−Removed: These efforts may be more costly than we expect
−Removed: and may not result in increased revenue or growth in our business.
−Removed: If we are unable to generate adequate revenue growth and manage our
−Removed: expenses, we may continue to incur significant losses in the future and may not be able to achieve or maintain profitability.
+Added: We generated a net loss of approximately $1.98 million during the three-month period ended May 31, 2025
+Added: and net losses of approximately $5.1 million, $3.8 million and $7.5 million for the years ended February 28, 2025, 2024 and 2023, respectively.
+Added: At May 31, 2025 and February 28, 2025, we had an accumulated deficit of approximately $36.1 million and $34.2 million, respectively.
+Added: have not achieved profitability, and we may not realize sufficient revenue to achieve profitability in future periods.
+Added: Our expenses will
+Added: likely increase in the future as we develop and launch new offerings and platform features, expand in existing and new markets, increase
+Added: our sales and marketing efforts and continue to invest in our platform.
+Added: These efforts may be more costly than we expect and may not result
+Added: in increased revenue or growth in our business.
+Added: If we are unable to generate adequate revenue growth and manage our expenses, we may continue
+Added: to incur significant losses in the future and may not be able to achieve or maintain profitability.
If we fail to effectively manage our growth,
18 unchanged sentences
We may not be successful in attracting
−Removed: and retaining qualified personnel to fulfil our current or future needs.
+Added: and retaining qualified personnel to fulfill our current or future needs.
Our competitors may be successful in recruiting and hiring members
8 unchanged sentences
If we were to lose the business of one or both of these mobile
−Removed: telecommunications companies, if either were to fail to fulfil its obligations to us, if either were to experience difficulty in paying
+Added: telecommunications companies, if either were to fail to fulfill its obligations to us, if either were to experience difficulty in paying
rebates to us on a timely basis, if either negotiated lower pricing terms, or if either increased the number of licensed payment portals
111 unchanged sentences
to incur legal expenses on behalf of our business and commercial partners and current and former directors and officers.
−Removed: We will require additional funding to support
−Removed: our business growth.
+Added: We may require additional funding to support
+Added: our business.
To grow our business, FingerMotion currently looks
1 unchanged sentence
On February 1, 2022, the Xinhua News
−Removed: Agency reported that the combined business revenue in the telecom sector rose 8% year on year to about USD232.43 billion in 2021, with
+Added: Agency reported that the combined business revenue in the telecom sector rose 8% year on year to about US$232.43 billion in 2021, with
the growth rate up 4.1 percentage points from 2020, according to the PRC Ministry of Industry and Information Technology.
3 unchanged sentences
We will need to raise additional capital to materially increase the amounts of these deposits with
−Removed: the Telecoms and to support the rollour of our Command & Communications business.
+Added: the Telecoms and to support the rollout of our Command & Communications business.
If we raise additional funds through the issuance
39 unchanged sentences
Any of these events could adversely affect our business, financial condition and results of operations.
+Added: Geopolitical Tensions Between the United States
+Added: and China Could Adversely Affect Our Operations and Business Environment.
+Added: Although our services are not directly affected
+Added: by tariffs, ongoing political and trade tensions between the United States and China could lead to new regulations or restrictions that
+Added: may impact our operations.
+Added: These may include changes in laws, data rules, or cross-border business policies that we cannot predict at
+Added: Any unexpected government action could affect how we operate or grow our business in the future.
Risks Related to Our Securities
58 unchanged sentences
As a public company, we are subject to the reporting
−Removed: requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “ SOA ”).
−Removed: The SOA requires, among other things,
+Added: requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “ SOX ”).
+Added: The SOX requires, among other things,
that we maintain effective disclosure controls and procedures and internal control over financial reporting.
54 unchanged sentences
VIE Agreements are not in compliance with applicable PRC laws, rules and regulations.
−Removed: JiuGe Management manages and operates the mobile
−Removed: data business through JiuGe Technology pursuant to the rights its holds under the VIE Agreements.
−Removed: Almost all economic benefits and risks
−Removed: arising from JiuGe Technology’s operations are transferred to JiuGe Management under these agreements.
+Added: JiuGe Management, our WFOE, manages and operates
+Added: the mobile data business through JiuGe Technology, the VIE, pursuant to the rights its holds under the VIE Agreements.
+Added: Almost all economic
+Added: benefits and risks arising from JiuGe Technology’s operations are transferred to JiuGe Management under these agreements.
There are risks involved with the operation of
80 unchanged sentences
Under the VIE Agreements, JiuGe Technology’s
−Removed: shareholders have granted JiuGe Management an option for the maximum period of time permitted by law to purchase all of the equity interest
+Added: shareholder has granted JiuGe Management an option for the maximum period of time permitted by law to purchase all of the equity interest
in JiuGe Technology at a price equal to one dollar or the lowest applicable price allowable by PRC laws and regulations.
19 unchanged sentences
of most countries belonging to the Organization for Economic Cooperation and Development (the “ OECD ”), in many ways.
−Removed: state-owned enterprises still constitute a large portion of the Chinese economy and weak corporate governance and a lack of flexible currency
−Removed: exchange policy still prevail in China.
−Removed: As a result of these differences, we may not develop in the same way or at the same rate as might
−Removed: be expected if the Chinese economy was similar to those of the OECD member countries.
+Added: For example, state-owned enterprises still constitute a large portion of the Chinese economy and weak corporate governance and a lack
+Added: of flexible currency exchange policy still prevail in China.
+Added: As a result of these differences, we may not develop in the same way or at
+Added: the same rate as might be expected if the Chinese economy was similar to those of the OECD member countries.
Uncertainties with respect to the PRC legal
38 unchanged sentences
parties arbitrarily.
−Removed: With this regulation in force, it may result in delays by the Company to fulfil any request to provide relevant documents
−Removed: or materials by the regulatory authorities or in the worst-case scenario that the Company would not be able to fulfil the request if the
−Removed: approval from the regulatory authority of the State Council and the relevant State Council department(s) were rejected.
+Added: With this regulation in force, it may result in delays by the Company to fulfill any request to provide relevant
+Added: documents or materials by the regulatory authorities or in the worst-case scenario that the Company would not be able to fulfill the request
+Added: if the approval from the regulatory authority of the State Council and the relevant State Council department(s) were rejected.
You may have difficulty enforcing judgments
48 unchanged sentences
On February 17, 2023, the CSRC promulgated Trial Administrative Measures of Overseas Securities
−Removed: Offering and Listing by Domestic Companies (the “ Overseas Listing Trial Measures ”) and five relevant guidelines, which
−Removed: became effective on March 31, 2023.
−Removed: The Overseas Listing Trial Measures regulate both direct and indirect overseas offering and listing
−Removed: of PRC domestic companies’ securities by adopting a filing-based regulatory regime.
−Removed: According to the Overseas Listing Trial Measures,
−Removed: if the issuer meets both the following conditions, the overseas securities offering and listing conducted by such issuer will be determined
−Removed: as indirect overseas offering, which shall be subject to the filing procedure set forth under the Overseas Listing Trial Measures:
−Removed: 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated
−Removed: financial statements for the most recent accounting year is accounted for by domestic companies;
−Removed: and (ii) the main parts of the issuer’s
−Removed: business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers
−Removed: in charge of its business operations and management are mostly Chinese citizens or domiciled in mainland China.
−Removed: Where an abovementioned
−Removed: issuer submits an application for an initial public offering to competent overseas regulators, such issuer shall file with the CSRC within
−Removed: three business days after such application is submitted.
−Removed: Where a domestic company fails to fulfil filing procedure or in violation of
−Removed: the provisions as stipulated above, in respect of its overseas offering and listing, the CSRC shall order rectification, issue warnings
−Removed: to such domestic company, and impose a fine ranging from RMB1,000,000 to RMB10,000,000.
−Removed: Also the directly liable persons and actual controllers
−Removed: of the domestic company that organize or instruct the aforementioned violations shall be warned and/or imposed fines.
−Removed: Also on February 17, 2023, the CSRC also held
−Removed: a press conference for the release of the Overseas Listing Trial Measures and issued the Notice on Administration for the Filing of Overseas
−Removed: Offering and Listing by Domestic Companies, which, among others, clarifies that the domestic companies that have already been listed overseas
−Removed: on or before the effective date of the Overseas Listing Trial Measures (March 31, 2023) shall be deemed as “stock enterprises”.
−Removed: Stock enterprises are not required to complete the filling procedures immediately, and they shall be required to file with the CSRC when
−Removed: subsequent matters such as refinancing are involved.
−Removed: If we offer new securities in the future, we will
−Removed: be required to file with the CSRC, which could significantly limit or completely hinder our ability to offer or continue to offer securities
−Removed: to investors and could cause the value of our securities to significantly decline or be worthless.
+Added: Offering and Listing by Domestic Companies (the “ Overseas Listing Trial Measures ”) and five guidelines, which became
+Added: effective on March 31, 2023.
+Added: The Overseas Listing Trial Measures have introduced a filing-based regulatory regime that regulates both
+Added: direct and indirect overseas offerings and listings of PRC domestic companies’ securities.
+Added: Under the Overseas Listing Trial Measures,
+Added: if the issuer meets both of the following conditions, any overseas securities offering or listing conducted by such issuer will constitute
+Added: an indirect overseas offering that is subject to the prescribed filing procedures:
+Added: (i) 50% or more of the issuer’s operating revenue,
+Added: total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting
+Added: year is accounted for by domestic companies;
+Added: and (ii) the main parts of the issuer’s business activities are conducted in mainland
+Added: China, or its main places of business are located in mainland China, or the senior managers in charge of its business operations and management
+Added: are mostly Chinese citizens or domiciled in mainland China.
+Added: Any such issuer that submits an application for an initial public offering
+Added: to competent overseas regulators, must make the required filing with the CSRC within three business days following the date of the application.
+Added: Where a domestic company fails to comply with filing requirements or is otherwise determined to be in violation of the Overseas Listing
+Added: Trial Measures, the CSRC may order rectification, issue a warning, and impose a fine ranging from RMB1,000,000 to RMB10,000,000.
+Added: persons (including directors and officers) of the domestic company that are determined to be responsible for such filing delinquencies
+Added: or violations can also be sanctioned.
+Added: On February 17, 2023, the CSRC held a press conference
+Added: in connection with the release of the Overseas Listing Trial Measures and issued the Notice on Administration for the Filing of Overseas
+Added: Offering and Listing by Domestic Companies, which, among other things, clarified that domestic companies that had been listed overseas
+Added: on or before the effective date of the Overseas Listing Trial Measures (March 31, 2023) shall be deemed to be “stock enterprises”.
+Added: Stock enterprises were exempted from having to immediately comply with the filing procedures, with their first filings being deferred
+Added: to when they undertook a further overseas offering or listing.
+Added: Generally, we understand that, for these purposes, the filing requirement
+Added: would apply in respect of securities that are offered in a public overseas offering, and likely to securities that, having been offered
+Added: in a private overseas offering, become eligible for resale to the public.
+Added: Specifics of the Overseas Listing Trial Measures,
+Added: and the administrative rules, policies and practices of the CSRC, are somewhat unclear, and it remains uncertain what potential impact
+Added: such modified or new laws and regulations will have on our ability to conduct our business, accept investments or list or maintain a listing
+Added: or foreign exchange.
+Added: If we are found to be delinquent in our filing obligations under, or are otherwise found to be in violation
+Added: of, the Overseas Listing Trial Measures, this could significantly limit or completely hinder our ability to offer or continue to offer
+Added: securities to investors and could cause the value of our securities to significantly decline or be worthless.
Future inflation in China may inhibit our
64 unchanged sentences
2 or above should report the grade to the relevant government authority for examination and approval.
−Removed: Recently, the Cyberspace Administration of China
−Removed: (the “ CAC ”) has taken action against several Chinese internet companies in connection with their initial public offerings
−Removed: securities exchanges, for alleged national security risks and improper collection and use of the personal information of Chinese
−Removed: data subjects.
−Removed: According to the official announcement, the action was initiated based on the National Security Law, the Cyber Security
−Removed: Law and the Measures on Cybersecurity Review, which are aimed at “preventing national data security risks, maintaining national
−Removed: security and safeguarding public interests.” On July 10, 2021, the CAC published a revised draft of the Measures on Cybersecurity
−Removed: Review, expanding the cybersecurity review to data processing operators in possession of personal information of over 1 million users
−Removed: if the operators intend to list their securities in a foreign country.
+Added: The Cyberspace Administration of China (the “ CAC ”)
+Added: has taken action against several Chinese internet companies in connection with their initial public offerings on U.S.
+Added: securities exchanges,
+Added: for alleged national security risks and improper collection and use of the personal information of Chinese data subjects.
+Added: the official announcement, the action was initiated based on the National Security Law, the Cyber Security Law and the Measures on Cybersecurity
+Added: Review, which are aimed at “preventing national data security risks, maintaining national security and safeguarding public interests.”
+Added: On July 10, 2021, the CAC published a revised draft of the Measures on Cybersecurity Review, expanding the cybersecurity review to data
+Added: processing operators in possession of personal information of over 1 million users if the operators intend to list their securities in
+Added: a foreign country.
It is unclear at the present time how widespread
93 unchanged sentences
under PRC laws and regulations to allocate at least 10% of our annual after-tax profits determined in accordance with PRC GAAP to a statutory
−Removed: general reserve fund until the amounts in said fund reaches 50% of our registered capital.
+Added: general reserve fund until the amount in said fund reaches 50% of our registered capital.
Allocations to these statutory reserve funds
72 unchanged sentences
and implemented, and how or whether the SAFE will apply it to us, we cannot predict how it will affect our business operations or future
−Removed: For example, our present and prospective PRC subsidiary’s and affiliate’s ability to conduct foreign exchange
+Added: For example, our present and prospective PRC subsidiaries’ and affiliates’ ability to conduct foreign exchange
activities, such as the remittance of dividends and foreign currency-denominated borrowings, may be subject to compliance with Circular
103 unchanged sentences
Therefore, we may, in turn, experience difficulties in implementing
−Removed: and maintaining adequate internal controls as required under Section 404 of the SOA.
+Added: and maintaining adequate internal controls as required under Section 404 of the SOX.
This may result in significant deficiencies or material
weaknesses in our internal controls, which could impact the reliability of our financial statements and prevent us from complying with
−Removed: Commission rules and regulations and the requirements of the SOA.
+Added: Commission rules and regulations and the requirements of the SOX.
Any such deficiencies, weaknesses or lack of compliance could have a
110 unchanged sentences
offering to competent overseas regulators, such issuer shall file with the CSRC within three business days after such application is submitted.
−Removed: Where a domestic company fails to fulfil filing procedure or in violation of the provisions as stipulated above, in respect of its overseas
+Added: Where a domestic company fails to fulfill filing procedure or in violation of the provisions as stipulated above, in respect of its overseas
offering and listing, the CSRC shall order rectification, issue warnings to such domestic company, and impose a fine ranging from RMB1,000,000
24 unchanged sentences
offer securities or dividends to investors and cause the value of our securities to significantly decline or become worthless.
−Removed: the audit report included in our Annual Report for the fiscal year ended February 29, 2024 was prepared by an auditor who has been recently
−Removed: inspected by the PCAOB, if it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, we could
−Removed: be delisted if we are unable to meet the PCAOB inspection requirements established by the HFCAA.
−Removed: a public company with securities listed on Nasdaq, we are required to have our financial statements audited by an independent registered
−Removed: public accounting firm registered with the PCAOB.
−Removed: A requirement of being registered with the PCAOB is that if requested by the SEC or
−Removed: PCAOB, such accounting firm is required to make its audits and related audit work papers be subject to regular inspections to assess its
−Removed: compliance with the applicable professional standards.
−Removed: Since our auditor is located in Hong Kong and PRC, a jurisdiction where the PCAOB
−Removed: has previously been unable to conduct inspections without the approval of the PRC authorities due to various state secrecy laws and the
−Removed: revised Securities Law, the PCAOB did not have free access to inspect the work of our auditor.
−Removed: This lack of access to the PCAOB inspection
−Removed: in the PRC prevents the PCAOB from fully evaluating audits and quality control procedures of our auditor based in the PRC.
−Removed: the investors may be deprived of the benefits of such PCAOB inspections.
−Removed: The inability of the PCAOB to conduct inspections of auditors
−Removed: in the PRC makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control
−Removed: procedures as compared to auditors outside of the PRC that are subject to the PCAOB inspections.
−Removed: December 18, 2020, the HFCAA was enacted.
−Removed: In essence, the act requires the SEC to prohibit securities of any foreign companies from being
−Removed: listed on U.S.
−Removed: securities exchanges or traded “over-the-counter” if a company retains a foreign accounting firm that cannot
−Removed: be inspected by the PCAOB for three consecutive years, beginning in 2021.
−Removed: Our independent registered public accounting firm is located
−Removed: in and organized under the laws of Hong Kong and the PRC, a jurisdiction where the PCAOB is currently unable to conduct inspections without
−Removed: the approval of the PRC authorities, and therefore our auditors are not currently inspected by the PCAOB.
−Removed: March 24, 2021, the SEC adopted interim final amendments, which will become effective 30 days after publication in the Federal Register,
−Removed: relating to the implementation of certain disclosure and documentation requirements of the HFCAA.
−Removed: The interim final amendments will apply
−Removed: to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting
−Removed: firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because
−Removed: of a position taken by an authority in that jurisdiction.
−Removed: Before any registrant will be required to comply with the interim final amendments,
−Removed: the SEC must implement a process for identifying such registrants.
−Removed: Consistent with the HFCAA, the amendments will require any identified
−Removed: registrant to submit documentation to the SEC establishing that the registrant is not owned or controlled by a government entity in that
−Removed: jurisdiction, and will also require, among other things, disclosure in the registrant’s annual report regarding the audit arrangements
−Removed: of, and government influence on, such registrant.
−Removed: June 22, 2021, the U.S.
−Removed: Senate passed the AHFCAA which, if enacted, would decrease the number of non-inspection years from three years
−Removed: to two, thus reducing the time period before the Company’s securities may be delisted or prohibited from trading.
−Removed: November 5, 2021, the SEC approved PCAOB Rule 6100, Board Determination Under the Holding Foreign Companies Accountability Act, effective
−Removed: The rule establishes “a framework for the PCAOB’s determinations under the HFCAA that the PCAOB is unable to
−Removed: inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by
−Removed: an authority in that jurisdiction.”
−Removed: December 2, 2021, SEC has announced the adoption of amendments to finalize rules implementing the submission and disclosure requirements
−Removed: in the HFCAA.
−Removed: The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered
−Removed: public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (“ Commission-Identified
−Removed: The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that,
−Removed: if true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction.
−Removed: The amendments
−Removed: also require that a Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide
−Removed: certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities.
−Removed: Further, the adopting
−Removed: release provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the
−Removed: securities of certain Commission-Identified Issuers, as required by the HFCAA.
−Removed: The SEC will identify Commission-Identified Issuers for
−Removed: fiscal years beginning after December 18, 2020.
−Removed: A Commission-Identified Issuer will be required to comply with the submission and disclosure
−Removed: requirements in the annual report for each year in which it was identified.
−Removed: If a registrant is identified as a Commission-Identified Issuer
−Removed: based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission
−Removed: or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022.
−Removed: December 16, 2021, PCAOB issued a report on its determinations that PCAOB is unable to inspect or investigate completely PCAOB-registered
−Removed: public accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of the PRC, because of positions
−Removed: taken by PRC authorities in those jurisdictions.
−Removed: The PCAOB made these determinations pursuant to PCAOB Rule 6100, which provides a framework
−Removed: for how the PCAOB fulfils its responsibilities under the HFCAA.
−Removed: The report further listed in its Appendix A and Appendix B, Registered
−Removed: Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination,
−Removed: respectively.
−Removed: The audit report included in our Annual Report on Form 10-K for the years ended February 28, 2023 and 2022, was issued by
−Removed: Centurion ZD CPA & Co., an audit firm headquartered in Hong Kong, a jurisdiction that the PCAOB previously determined that the PCAOB
−Removed: is unable to conduct inspections or investigate auditors.
−Removed: However, on December 15, 2022, the PCAOB determined that the PCAOB was able
−Removed: to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong
−Removed: and voted to vacate its previous determinations.
−Removed: Should the PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s
−Removed: access in the future, the PCAOB will consider the need to issue a new determination.
−Removed: June 2022, we were identified as a Commission-Identified Issuer on the SEC’s “Conclusive list of issuers identified under
−Removed: the HFCAA” (available at https://www.sec.gov/hfcaa ), however, on September 10, 2024 we changed our auditor to CT International
−Removed: LLP based in San Francisco, CA, and, as a result, we do not expect to be required to comply with the submission or disclosure requirements
−Removed: in our annual report covering the fiscal year ended February 28, 2025.
−Removed: As noted above, on December 15, 2022, the PCAOB vacated
−Removed: its previous determinations that it is unable to inspect and investigate completely PCAOB-registered public accounting firms headquartered
−Removed: in mainland China and Hong Kong.
−Removed: the HFCAA (as amended by the Consolidated Appropriations Act, 2023), our securities may be prohibited from trading on the U.S.
−Removed: stock exchanges
−Removed: or in the over the counter trading market in the U.S.
−Removed: if our auditor is not inspected by the PCAOB for two consecutive years, and this
−Removed: ultimately could result in our common stock being delisted.
−Removed: On June 22, 2021, the U.S.
−Removed: Senate passed the AHFCAA, which was enacted under
−Removed: the Consolidated Appropriations Act, 2023, as further described below.
−Removed: August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance
−Removed: of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered
−Removed: in mainland China and Hong Kong.
−Removed: The Statement of Protocol gives the PCAOB sole discretion to select the firms, audit engagements and
−Removed: potential violations it inspects and investigates and put in place procedures for PCAOB inspectors and investigators to view complete
−Removed: audit work papers with all information included and for the PCAOB to retain information as needed.
−Removed: In addition, the Statement of Protocol
−Removed: grants the PCAOB direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.
−Removed: While significant, the Statement of Protocol is only a first step.
−Removed: Uncertainties still exist as to whether and how this new Statement
−Removed: of Protocol will be implemented.
−Removed: Notwithstanding the signing of the Statement of Protocol, if the PCAOB cannot make a determination that
−Removed: it is able to inspect and investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, trading
−Removed: of our securities will still be prohibited under the HFCAA and Nasdaq will determine to delist our securities.
−Removed: Therefore, there is no
−Removed: assurance that the Statement of Protocol will relieve us from the delisting risk under the HFCAA.
−Removed: 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law, which amended the HFCAA (i) to reduce the number of consecutive
−Removed: years that would trigger delisting from three years to two years, and (ii) so that any foreign jurisdiction could be the reason why the
−Removed: PCAOB does not to have complete access to inspect or investigate a company’s auditors.
−Removed: As it was originally enacted, the HFCAA applied
−Removed: only if the PCAOB’s inability to inspect or investigate because of a position taken by an authority in the foreign jurisdiction
−Removed: where the relevant public accounting firm is located.
−Removed: As a result of the Consolidated Appropriations Act, 2023, the HFCAA now also applies
−Removed: if the PCAOB’s inability to inspect or investigate the relevant accounting firm is due to a position taken by an authority in any
−Removed: foreign jurisdiction.
−Removed: The denying jurisdiction does not need to be where the accounting firm is located.
−Removed: SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection.
−Removed: For example, on November
−Removed: 6, 2020, the President’s Working Group on Financial Markets issued the Report on Protecting United States Investors from Significant
−Removed: Risks from Chinese Companies to the then President of the United States.
−Removed: This report recommended that the SEC implement five recommendations
−Removed: to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate.
−Removed: the concepts of these recommendations were implemented with the enactment of the HFCAA.
−Removed: However, some of the recommendations were more
−Removed: stringent than the HFCAA.
−Removed: For example, if a company was not subject to PCAOB inspection, the report recommended that the transition period
−Removed: before a company would be delisted would end on January 1, 2022.
−Removed: enactment of the HFCAA and the implications of any additional rulemaking efforts to increase U.S.
−Removed: regulatory access to audit information
−Removed: in PRC could cause investor uncertainty for affected SEC registrants, including us, and the market price of our common stock could be
−Removed: materially adversely affected.
−Removed: Additionally, whether the PCAOB will be able to conduct inspections of our auditor in the next two years,
−Removed: or at all, is subject to substantial uncertainty and depends on a number of factors out of our control.
−Removed: If we are unable to meet the PCAOB
−Removed: inspection requirement in time, our stock will not be permitted for trading on Nasdaq Capital Market either.
−Removed: Such a delisting would substantially
−Removed: impair your ability to sell or purchase our stock when you wish to do so, and the risk and uncertainty associated with delisting would
−Removed: have a negative impact on the price of our stock.
−Removed: Also, such a delisting would significantly affect our ability to raise capital on terms
−Removed: acceptable to us, or at all, which would have a material adverse impact on our business, financial condition and prospects.
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.