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Item 1. Business

2026-05-29 compared with 2025-05-29 · 480 added, 773 removed, 230 unchanged (84% of the section changed)

1 unchanged sentence

FingerMotion, Inc.

(“ we ,” “ our ,”

“ FingerMotio n,” or the “ Company ”) is a mobile data specialist company incorporated in Delaware,

USA, with its head office located at 111 Somerset Road, Level 3, Singapore 238164.Our Company has been organized as a holding company

and conducts a significant part of our operations through our subsidiaries and through contractual arrangements with Shanghai JiuGe Information

Technology Co., Ltd.

(“ JiuGe Technology ,” “ our VIE ” or “ the VIE ”), a variable

interest entity (“ VIE ”) based in the People’s Republic of China (“ PRC ” or “ China ”).

JiuGe Technology’s sole shareholder, Ms.

Li Li, is also its legal representative and general manager.

To address challenges resulting

from laws, policies and practices that may disfavor foreign-owned entities that operate within industries deemed sensitive by the Chinese

government, we use the VIE structure to provide contractual exposure to foreign investment in Chinese-based companies.

We indirectly own

100% of the equity of Shanghai JiuGe Business Management Co., Ltd.

(“ JiuGe Management ,” “ our WFOE ”

or “ the WFOE ”), a wholly foreign owned enterprise (“ WFOE ”).

JiuGe Management entered into a series

of agreements with JiuGe Technology, known as variable interest agreements (the “ VIE Agreements ”) in October 2018,

which gives us contractual control over JiuGe Technology.

The Company operates the following lines of business:

(“ FingerMotion ,”

the “ Company ,” “ we ,” “ our ,” or “ us ”) is a Delaware holding

Headquartered in Singapore, the Company provides technology-enabled platforms and services in the People’s Republic of

China (“ PRC ” or “ China ”, and, unless the context requires otherwise and solely for the purpose of

this Annual Report such as describing legal or tax matters, authorities, entities, or persons, excludes Hong Kong Special Administrative

Region, Macao Special Administrative Region and Taiwan) and selected international markets.

The Company’s offerings include mobile

payment and recharge solutions, data analytics services, and platform-based digital applications and solutions.

The Company operates through its subsidiaries

and contractual arrangements with affiliated entities in the PRC, including its variable interest entity (“ VIE ”), through

which it conducts a substantial portion of its operations.

These contractual arrangements are intended to provide the Company with effective

control over, and the ability to receive economic benefits from, the VIE.

Its business model focuses on delivering transaction-based services,

platform solutions, and data-driven applications to telecommunications carriers, enterprise customers, and other commercial partners.

For a description of the contractual arrangements and the related risks, see “Item 1A.

Risk Factors—Risks Related to VIE Agreements”

and “Risks Related to Doing Business in China.”

The Company organizes its operations across four

primary areas:

(i) telecommunications products and services, (ii) marketplace platform and digital commerce infrastructure solutions,

(iii) data and analytics platform solutions, and (iv) advanced technology and platform solutions.

The Company’s strategic focus is to continue

operating and optimizing its telecommunications products and services business while expanding its higher-margin, technology-driven platform

These offerings include the development and commercialization of its marketplace platforms, data analytics solutions (including

applications for insurance and financial services), and critical infrastructure technology platforms.

The Company is also focused on enhancing

its underlying technology capabilities, including platform scalability, data processing, and system integration, to support growth across

multiple industry verticals.

The timing and extent of growth in these areas will depend on factors such as market adoption, competitive

conditions, regulatory developments, and the Company’s ability to execute its platform development and commercialization strategies.

Business Segments

The Company operates an integrated portfolio of

technology-driven platforms and services across four core areas:

(i) telecommunication products

and services,

(ii) marketplace platform

and digital commerce infrastructure solutions,

(iii) data and analytics platform

solutions, and

(iv) advanced technology and

platform solutions.

These offerings leverage the Company’s technological

capabilities across multiple industry applications, with a focus on scalable and extensible platform architectures.

(i) Telecommunications Products and Services

(ii) Value Added Products and Services (iii) Short Message Services (“ SMS ”)

and Multimedia Messaging Services (“ MMS ”);

(iv) a Rich Communication Services (“ RCS ”) platform;

(v) Big Data Insights;

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

In addition to these core businesses, the Company has, following several

years of research and development, introduced new technology-driven initiatives to expand its service offerings.

These include:

Mobility Solutions for emergency response and commercial vehicles, which began contributing revenue during the reporting year, and

the DaGe platform , a digital marketplace connecting vehicle owners with automotive service providers, which remains at an early

stage of development with growth expected over the coming years.

The Company continues to strategically expand

its operations into emerging high-growth sectors beyond its established telecommunications, messaging, value-added services, and big data

analytics businesses.

In fiscal year 2025, through JiuGe Technology,

we successfully diversified into the smart mobility sector, focused on the design and commercialization of next-generation communication

and operational platforms for commercial and specialty vehicles.

By leveraging our expertise in data integration, mobile and satellite

communications, and software development, we launched an Advanced Mobile Integrated Command and Communication Platform (the “ C2

Platform ”) which equips emergency response and specialty vehicles with integrated satellite communications, 5G network access,

IoT device management, cloud-based systems, and AI analytics.

The C2 Platform enables real-time data exchange, mobile command coordination,

and uninterrupted communication capabilities, even in challenging environments.

This initiative is aligned with the global trend toward

connected vehicle ecosystems and positions the Company for expansion into international markets and new revenue verticals.

The Company also significantly expanded the DaGe

platform in China – our comprehensive mobility ecosystem that connects vehicle owners with service providers.

During this reporting

period, we increased the network of electric vehicle charging terminals and broadened our base of automotive products and service providers

available through the platform.

Telecommunications Products and Services

The Company’s current product mix consisting

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

(i.e., mobile protection plans).

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

If the consumer connected directly to the telecommunications provider to pay his or her bill, the consumer would miss out on any benefits

or marketing discounts that e-marketers provide.

Thus, consumers log on to these e-marketer’s websites, click into their respective

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

To connect to the respective mobile telecommunications

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

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

(“ China Unicom ”) and

China Mobile Communications Corporation (“ China Mobile ”), each of which is a major telecommunications provider in China.

We principally earn revenue by providing mobile payment and recharge services to customers of China Unicom and China Mobile.

We conduct our mobile payment business through

The Company offers telecommunications-related

services in the PRC through its subsidiaries and VIE structure.

This segment includes mobile payment and recharge services, as well as

enterprise messaging services such as short message services (“ SMS ”) and multimedia messaging services (“ MMS ”).

These services historically represent a significant portion of the Company’s revenue.

The Company conducts its operations through JiuGe

Mobile Payment and Recharge Services

The Company provides mobile airtime and data recharge

services to telecommunications carriers and channel partners, allowing end users to purchase prepaid mobile credits through its platform.

The Company procures airtime and data packages in bulk from telecommunications operators and distributes them through a network of enterprise

customers, digital platforms, and other distribution channels.

JiuGe Technology holds licensed access agreements

with major Chinese telecom providers, including China Mobile Communications Corporation (“ China Mobile ”) and China

United Network Communications Group Co., Ltd.

(“ China Unicom ”).

Through these arrangements, JiuGe Technology offers

mobile payment and recharge services, earning revenue from transaction rebates paid by telecom operators.

The platform provides real-time payment and recharge

services to third-party businesses, e-commerce channels, and online marketplaces such as JD.com, Pinduoduo, and Tmall.

JiuGe Technology

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

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

Zhejiang, Shaanxi, Inner Mongolia, Henan and Fujian.

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

recharge services to businesses for China Unicom.

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

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

The JiuGe Technology mobile payment and recharge

platform enables the seamless delivery of real-time payment and recharge services to third-party channels and businesses.

We earn a rebate

from each telecommunications company on the funds paid by consumers to the telecommunications companies we process.

To encourage consumers

to utilize our portal instead of using our competitors’ platforms or paying China Unicom or China Mobile directly, we offer mobile

data and talk time at a rate discounted from these companies’ stated rates, which are also the rates we must pay to them to purchase

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

Accordingly, we earn income on the rebates we receive

from China Unicom and China Mobile, reduced by the amounts by which we discount the mobile data and talk time sold through our platform.

FingerMotion started and commercialized its “Business-to-Business”

(“ B2B ”) model by integrating with various e-commerce platforms to provide its mobile payment and recharge services

to subscribers or end consumers.

In the first quarter of 2019 FingerMotion expanded its business by commercializing its first “Business-to-Consumer”

(“ B2C ”) model, offering the telecommunication providers’ products and services, including data plans, subscription

plans, mobile phones, and loyalty points redemption, directly to subscribers or customers of the e-commerce companies, such as PinDuoDuo.com,

TMall.com and JD.Com.

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

major e-commerce platforms in China.

In addition to that, we have been designated as one of China’s Mobile’s loyalty redemption

partners, which allows us to provide such the services for their customers via our platform.

Additionally, as previously disclosed, on July

7, 2019, JiuGe Technology, our contractually controlled affiliate, entered into that certain Cooperation Agreement with China Unicom Yunnan,

whereby JiuGe Technology is responsible for constructing and operating China Unicom’s electronic sales platform through which consumers

can purchase various goods and services from China Unicom, including mobile telephones, mobile telephone service, broadband data services,

terminals, “smart” devices and related financial insurance.

The Cooperation Agreement provides that JiuGe Technology is required

to construct and operate the platform’s webpage in accordance with China Unicom’s specifications and policies, and applicable

law, and bear all expenses in connection therewith.

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

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

The Cooperation Agreement

expires three years from the date of its signature with a yearly auto-renewal clause, which is currently in an auto-renewal period, but

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

In March 2020, FingerMotion secured a contract

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

In February 2021, we increased the mobile phones

sales to end users using all of our platforms.

This business will continue to contribute to the overall revenue for the group as part

of our offering to our customers.

Value Added Products and Services

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

contractually controlled subsidiary, JiuGe Technology, through its 99% owned subsidiary Shanghai TengLian JiuJiu Information Communication

Technology Co., Ltd.

(“ TengLian ”), signed an agreement with both China Unicom and China Mobile to co-operate to roll

out the Mobile Device Protection product which is incorporated into the Telecommunication subscription plans in line with their roll out

of new mobile phones and new 5G phones.

In mid-July 2022, we launched the roll out of the Mobile Device protection product with the roll

out of the new mobile phones and 5G phones.

Complementing our hardware protection services, we have introduced cloud services designed

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

SMS and MMS Services

On March 7, 2019, the Company, acting through

JiuGe Technology acquired operational control of Beijing XunLian TianXia Technology Co., Ltd.

(“ Beijing Technology ”),

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

and prospective customers.

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

bulk SMS and MMS bundles at reduced prices and offering bulk SMS services to end consumers with competitive pricing.

Beijing Technology

retains a license from MIIT to operate the SMS and MMS business in the PRC.

Similar to the mobile payment and recharge business, Beijing

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

hotel chains, airlines and e-commerce companies, that utilize Beijing Technology’s SMS integrated platform to send bulk SMS text

messages monthly.

Beijing Technology has the capability to manage and track the entire process, including guiding the Company’s

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

Rich Communication Services

In March 2020, the Company began the development

of a Rich Communication Services (“ RCS ”) platform, also known as Messaging as a Platform (“ MaaP ”).

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

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

For example, with the new

5G RCS message service, consumers will have the ability to list available flights by sending a message regarding a holiday and will also

be able to book and buy flights by sending messages.

This will allow telecommunication providers like China Unicom and China Mobile to

retain users on their systems without having to utilize third-party apps or log onto the Internet, which will increase their user retention.

We expect this to open up a new marketing channel for the Company’s current and prospective business partners.

Currently, the deployment

of this RCS platform is under review, with discussion ongoing among government bodies, major service providers, and telecommunication

These deliberations aim to assess the potential market impacts and establish the necessary consents before the launch, considering

the significant changes the platform may introduce to user interactions with existing services.

These discussions seek to ensure that

all stakeholders’ concerns are addressed comprehensively.

Once these issues are resolved and the necessary approval is obtained,

we anticipate a substantial enhancement in our service offerings and an expansion of our market reach.

Big Data Insights

In July 2020, the Company launched its proprietary

technology platform “Sapientus” as its big data insights arm to deliver data-driven solutions and insights for businesses

within the insurance, healthcare, and financial services industries.

The Company, acting primarily through its indirect wholly-owned subsidiary,

Finger Motion Financial Company Limited (“ FMFC ”) applies its vast experience in the insurance and financial services

industry and capabilities in technology and data analytics to develop revolutionary solutions targeted towards insurance and financial

Integrating diverse publicly available information, insurance and financial based data with technology and finally registering

them into the FingerMotion telecommunications and insurance ecosystem, the Company would be able to provide functional insights and facilitate

the transformation of key components of the insurance value chain, including driving more effective and efficient underwriting, enabling

fraud evaluation and management, empowering channel expansion and market penetration through novel product innovation, and more.

objective is to promote, enhance and deliver better value to our customers and collaborators.

The Company’s proprietary risk assessment

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

The Company has the ability to

provide potential customers and collaborators with insights-driven and technology-enabled solutions and applications including preferred

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

The Company’s mission

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

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

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

wholly owned subsidiary, Finger Motion Financial Company Limited’s, big data analytic arm branded “Sapientus,” entered

into a services agreement with Pacific Life Re, a global life reinsurer serving the insurance industry with a comprehensive suite of products

generates revenue by processing payments for telecom services and receiving rebates from telecom operators.

To attract users, it may offer

discounted data or talk-time packages through its platform.

Additionally, the Company serves as a loyalty redemption agent for China Mobile,

allowing customers to redeem telecom loyalty benefits through its platform.

In 2019, JiuGe Technology entered into an agreement

with China Unicom’s Yunnan division to build and operate an online sales platform for telecom-related products and services, including

mobile phones, broadband services, smart devices, and related insurance offerings.

Under this arrangement, JiuGe Technology receives a

percentage of the sales revenue generated through the platform.

The Company has also secured contracts with China

Mobile and China Unicom to acquire new telecom subscribers and continues to expand mobile phone sales through its online channels.

Enterprise Messaging Services (SMS and MMS)

The Company provides enterprise messaging services

through Beijing XunLian TianXia Technology Co., Ltd.

(“ Beijing Technology ”), which it controls operationally via JiuGe

Beijing Technology is licensed by the Ministry of Industry and Information Technology (“ MIIT ”) to provide

SMS and MMS services in the PRC.

The Company procures messaging capacity in bulk

and delivers these services to enterprise customers, including automobile manufacturers, hotel chains, airlines, and e-commerce companies.

Its integrated messaging platform enables enterprise customers to manage high-volume messaging campaigns, ensuring compliance with relevant

regulatory requirements for message content and distribution, and provides delivery tracking capabilities.

(ii) Marketplace Platform and Digital Commerce Infrastructure

The Company develops mobile-first, online-to-offline

(“ O2O ”) marketplace platform solutions designed to connect consumers with service providers and vendors of products

and services.

In December 2021, the Company through JiuGe Technology

formed a collaborative research alliance with Munich Re in extending behavioral analytics to enhance understanding of morbidity and behavioral

patterns in China market, with the goal of creating value for both insurers and the end insurance consumers through better technology,

product offerings and customer experience.

Smart Mobility Solutions

Through our VIE, JiuGe Technology, we have developed

the C2 Platform to address critical communications needs for emergency response, disaster recovery, and specialized field operations.

The C2 Platform integrates satellite communication, 5G mobile networks, IoT-enabled sensors, AI-driven data analytics, and cloud-based

infrastructure to enable real-time data transmission, remote monitoring, and mobile command coordination.

The C2 Platform is part of our Smart Mobility

strategic vertical that focuses on the development and deployment of advanced communication and command platforms for commercial and specialty

Through integrated technologies including satellite communications, 5G connectivity, IoT systems, and AI-driven analytics, we

enable real-time situational awareness, fleet coordination, and remote operations.

These solutions are designed to enhance operational

resilience in emergency response, logistics, and critical infrastructure sectors.

Our Smart Mobility initiatives form a key component

of our growth strategy, supporting the expansion of connected vehicle ecosystems and creating new revenue opportunities in domestic and

international markets.

The platform integrates core marketplace functionalities, including service discovery, provider matching, booking and scheduling,

payment processing, and post-transaction feedback mechanisms.

The Marketplace Platform and Digital Commerce

Infrastructure segment is designed to be scalable and extensible across multiple service-based and transaction-oriented industry verticals.

The Company focuses on ongoing technology development and platform enhancement, including improvements to system performance, user experience,

data analytics integration, and transaction processing efficiency.

These initiatives are intended to enhance user engagement, improve

transaction conversion rates, and support long-term scalability.

The Company intends to generate revenue from its

Marketplace Platform and Digital Commerce Infrastructure services through transaction-based fees, subscription arrangements, advertising

services, and other value-added offerings.

The timing and extent of revenue generation will depend on factors such as market adoption,

platform scalability, competitive conditions, regulatory developments, and the Company’s ability to execute its commercialization

DaGe Platform

The DaGe Platform is an integrated digital marketplace

connecting automotive owners with service providers and accessory vendors.

It offers services such as car maintenance, repair, tire replacement,

and electric vehicle (“ EV ”) charging, along with the ability to purchase automotive accessories.

The platform features

geolocation tools, booking management, ratings, and secure payments, and supports the expansion of EV infrastructure.

It creates multiple

revenue streams through subscriptions, transaction fees, advertising, and product sales, aligning with the Company’s Smart Mobility

Solutions strategy.

The DaGe Platform is a digital marketplace designed

to connect automotive owners with service providers and vendors of automotive-related products and services.

This platform facilitates

various services, including vehicle maintenance, repair, tire replacement, and electric vehicle (EV) charging, as well as the sale of

automotive accessories.

The platform includes functionality for service

discovery, booking management, payment processing, and user feedback, and is intended to support mobility-related applications.

The DaGe Platform is part of the Company’s

Marketplace Platform and Digital Commerce Infrastructure services initiatives and is at early stages of development.

These activities

may require ongoing investment and may not generate significant revenue in the near term.

The Company may seek to generate revenue from

this platform through transaction-based fees, subscriptions, advertising, and related services;

however, the timing and extent of such

revenue remain uncertain and will depend on market adoption, platform development, and regulatory conditions.

JiuGe Procurement Platform

The JiuGe Procurement Platform is an enterprise

procurement solution operated by JiuGe Technology and is included within the Company’s Marketplace Platform and Digital Commerce

Infrastructure initiatives.

The platform is designed to support JiuGe Technology’s

mobile recharge business by centralizing supplier product catalogues and facilitating procurement workflows for employee benefits, customer

rewards, and promotional campaign distribution.

The goal is to improve procurement efficiency, supplier coordination, and internal resource

(iii) Data And Analytics Platform Solutions

The Company provides data analytics and data-driven

solutions through its Sapientus platform to insurance companies, financial service providers, and enterprise customers.

This segment represents

a key strategic focus and is intended to support the Company’s transition toward higher-margin and scalable services.

Sapientus aggregates and processes large volumes

of structured and unstructured data from multiple sources to generate analytical insights and reporting outputs that support decision-making

in sectors such as insurance, financial services, and mobility.

The platform is designed to support risk assessment, trends identification,

customer segmentation, marketing analysis, and related business operations.

The Company continues to invest in expanding its

data capabilities and analytical models.

The performance and growth of this segment may be affected by market acceptance, regulatory developments,

and the Company’s ability to access and utilize data in compliance with applicable laws and regulations.

(iv) Advanced Technology and Platform Solutions

The Company develops advanced technology and platform

solutions designed for enterprise and mission-oriented environments that require real-time communication, coordination, and operational

management capabilities.

These solutions are intended to support complex workflows across a range of industry applications where reliability,

performance, and system integration are important.

The Company, through its VIE, JiuGe Technology,

has developed a C2 Platform focused on communications and operational coordination for mobility-related applications, including emergency

response, logistics, and specialized field operations.

The C2 Platform represents the Company’s

initial deployment of its technology in mission-critical and public infrastructure environments that support public safety and operational

coordination.

The platform reflects the Company’s ability to design and implement system-level software solutions intended to operate

in environments requiring reliability, performance, and continuity of service.

The Company intends to leverage its experience

and technical capabilities developed through the C2 Platform to evaluate and pursue opportunities in other areas of critical infrastructure.

These potential applications may include public safety systems, transportation networks, emergency response coordination, and other large-scale

operational environments, subject to customer demand, technical feasibility, and regulatory considerations.

The C2 Platform integrates mobile communications,

data processing, and system coordination functions to facilitate information sharing between field personnel and centralized command centres.

This platform is designed to support real-time data transmission, remote monitoring, and coordination of field operations.

The Company’s C2 Platform initiatives focus

on developing and deploying communication and platform solutions for commercial and specialty vehicles.

These solutions aim to enhance

situational awareness, fleet coordination, and remote operations across various use cases, including emergency response, logistics, and

infrastructure services.

The C2 Platform is currently in the commercialization stage and is being introduced to enterprise and public-sector

customers through pilot deployments, procurement processes, and direct engagement activities.

The timing and extent of future revenue

generation will depend on a number of factors, including customer adoption, procurement cycles, competitive conditions, and the successful

scaling of deployments across additional jurisdictions and applications.

Corporate Information

The Company was initially incorporated as Property

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

On June 21, 2017, the Company amended its certificate

of incorporation to effect a 1-for-4 reverse stock split of the Company’s outstanding common stock, to increase the authorized shares

of common stock to 200,000,000 shares and to change the name of the Company from “Property Management Corporation of America”

to “FingerMotion, Inc.” (the “ Corporate Actions ”).

The Corporate Actions and the amended certificate of

incorporation became effective on June 21, 2017.

Our principal executive offices are located at

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

As described above, our Company has been organized

as a holding company and conducts a significant part of our operations through our subsidiaries and through the VIE Agreements entered

into between JiuGe Management, our indirect wholly-owned WFOE, and JiuGe Technology.

JiuGe Technology is a VIE which is owned by Ms.

Li who, in addition to being the sole shareholder, is also the legal representative and general manager.

The VIE Agreements have not been

tested in court.

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

Any securities

that we offer will be securities of the Company, the Delaware holding company, not of the VIE.

As described in more detail below, under the subheading

“VIE Agreements,” we fund the registered capital and operating expenses of the VIE by extending loans to Ms.

Li Li, the sole

shareholder of the VIE, for the purpose of funding the capital contribution of the subscribed capital of the VIE.

The VIE Agreements governing

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

economic performance, (ii) receive substantially all of the economic benefits of the VIE, and (iii) have an exclusive call option to purchase,

at any time, all or part of the equity interests in and/or assets of the VIE to the extent permitted by Chinese laws.

As a result of the

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

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

The Company has been organized as a holding company

and conducts a significant part of its operations through subsidiaries and contractual arrangements with affiliated entities in the PRC,

including its VIE.

The Company’s operations in the PRC are primarily carried out through its wholly owned subsidiaries and a wholly

foreign-owned enterprise (“ WFOE ”), which has entered into a series of contractual agreements with the VIE and its respective

These contractual arrangements are intended to

provide the Company with effective control over the VIE and the ability to receive substantially all of the economic benefits of the VIE’s

The VIE structure is employed to comply with PRC laws and regulations that restrict or prohibit foreign ownership in certain

However, these arrangements have not been tested in a court of law in the PRC and carry associated risks and uncertainties.

See “Item 1A.

Risk Factors—Risks Related to VIE Agreements.”

The following diagram depicts our corporate structure:

Our holding company structure presents unique

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.

Our subsidiaries and the VIE are currently not required to obtain permission

from the Chinese authorities including the China Securities Regulatory Commission (the “ CSRC ”), or Cybersecurity Administration

Committee (the “ CAC ”), to operate or to issue securities to foreign investors.

However, as of March 31, 2023, pursuant

to the Overseas Listing Trial Measures promulgated by the CSRC, we will be required to make filings with the CSRC with respect to any

new overseas offering of our securities.

Generally, we understand that, for these purposes, the filing requirement would apply in respect

of securities that are offered in a public overseas offering, and likely to securities that, having been offered in a private overseas

offering, become eligible for resale to the public.

The business of our subsidiaries and the VIE until

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

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

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

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

information in our business operations.

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

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

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

RMB400 million.

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

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

The Company’s holding company structure

presents unique risks as the Company’s investors may never directly hold equity interests in the Company’s subsidiaries or

The Company relies on distributions and other

payments from its subsidiaries and VIE to fund its operations.

These payments are subject to PRC laws and regulations, including restrictions

on dividends, foreign exchange controls, and other regulatory requirements.

The Company’s subsidiaries and VIE are subject

to regulation by PRC authorities, including the China Securities Regulatory Commission (“ CSRC ”) and the Cyberspace

Administration of China (“ CAC ”).

As of the date of this report, the Company is not required to obtain specific approvals

from these authorities to operate its current business.

However, under the CSRC’s Overseas Listing Trial Measures, the Company may

be required to complete filing procedures for future overseas securities offerings.

The regulatory environment in China is evolving,

and it remains uncertain how new or changing laws and regulations may impact the Company’s operations, its ability to accept foreign

investment, or its ability to maintain a listing on a U.S.

or other foreign exchange.

However, since these statements and regulatory

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

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

or other foreign

To operate, the VIE and Beijing XunLian TianXia

Technology Co., Ltd.

are required to obtain, and have obtained, a value-added telecommunications business licence from PRC authorities.

In connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules,

as of the date of this periodic report on Form 10-Q, we, our PRC subsidiaries and the VIE, (i) are not required to obtain permissions

from the CSRC except that as of March 31, 2023 we may have to file with the CSRC with respect to a new offering of our securities, (ii)

are not required to go through cybersecurity review by the CAC, and (iii) have received or were not denied such requisite permissions

by any PRC authority.

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

conclude that such permissions or approvals are not required or (iii) applicable laws, regulations, or interpretations change and we are

required to obtain such permissions or approvals in the future, we may be subject to government enforcement actions, investigations, penalties,

sanctions and fines imposed by the CSRC, the CAC and relevant departments of the State Council.

In severe circumstances, the business

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

Share Exchange Agreement

Effective July 13, 2017, the Company entered into

that certain Share Exchange Agreement (the “ Share Exchange Agreement ”) by and among the Company, Finger Motion Company

Limited (“ FMCL ”) and certain shareholders of FMCL (the “ FMCL Shareholders ”).

FMCL, a Hong Kong corporation,

was formed on April 6, 2016 and is an information technology company that then specialized in operating and publishing mobile games.

to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of FMCL held by the FMCL Shareholders for

shares of common stock of the Company.

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

stock to the FMCL shareholders.

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

by the Share Exchange Agreement, and 2,562,500 additional shares to accredited investors, which was a concurrent financing but not a condition

of closing the Share Exchange Agreement.

As a result of the Share Exchange Agreement and

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

At that time, FMCL continued operations

as the Company’s video game division.

However, in June 2018, the Company decided to pause the operation of the game division as

it saw the opportunity in the telecommunication business and have since refocused into this business.

This description of the Share Exchange Agreement

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

filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2017 and incorporated by reference herein.

VIE Agreements

On October 16, 2018, the Company, through its

indirect wholly-owned WFOE, JiuGe Management, entered into the VIE Agreements pursuant to which JiuGe Technology became our contractually

controlled affiliate.

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

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

The VIE Agreements include a Consulting

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

secure the connection and commitments of JiuGe Technology.

We operate our mobile payment platform business through JiuGe Technology.

The VIE Agreements included:

a consulting services agreement through which JiuGe Management is mainly engaged in data marketing, technical services, technical consulting and business consultancy to JiuGe Technology (the “ JiuGe Technology Consulting Services Agreement ”).

This agreement was duly signed among the WFOE and the VIE.

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

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

(ii) providing training to the professional technicians of the VIE;

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

(iv) assisting the VIE in procuring business opportunities to obtain contracts awarded by the telecom carries in China and maintaining the commercial relationship with the telecom carries;

(v) introducing clients to the VIE and assisting the VIE in developing commercial and cooperative relationship with the clients;

(vi) providing suggestions and opinions on establishment and improvement of the VIE’s corporate structure, management system and departmental organization;

(vii) assisting the VIE in formulating annual business plans, the draft of which shall be made available to WFOE by the VIE prior to the end of November each year;

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

and (ix) providing other consulting and technical services at the request of the VIE.

The VIE will pay to the WFOE service fees equivalent to the after-tax net profits distributable by the VIE to its shareholder each year, as set forth in the audited financial statements in accordance with the PRC accounting standards, ensuring all the distributable profits of the VIE will be dispatched to the WFOE.

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

This agreement ensures that the WFOE and investors will be able to legally obtain the profits of the VIE, and transfer them to the WFOE more conveniently in the form of “service fee”;

a loan agreement through which JiuGe Management grants loans to Ms.

Li Li, as the sole shareholder of JiuGe Technology for the purpose of capital contribution (the “ JiuGe Technology Loan Agreement ”).

Under this agreement, JiuGe Management loaned RMB 10,000,000 to Ms.

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.

The WFOE has the right to convert the whole or any part of the outstanding principal amount into the equity interests in the VIE and may demand repayment of any or all of the principal amount/ As security for performance and discharge of Ms.

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

Li Li pledged 100% equity interests in JiuGe Technology, representing the entire registered capital of the VIE, by way of first-ranking security to the WFOE.

This agreement could constrain Ms.

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

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

The Power of Attorney Agreement was duly issued by Ms.

Li Li to the WFOE.

Under the JiuGe Technology Power of Attorney Agreement, the WFOE is the exclusive agent who may exercise, at WFOE’s sole discretion, all the rights and powers in respect of all the 100% equity interests held by Ms.

Li Li in the VIE on Ms.

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

Li Li cannot assign her rights and obligations under the JiuGe Technology Power of Attorney Agreement without prior written consent of the WFOE and the WFOE will bear its own costs, expenses and fees in connection with performance of the JiuGe Technology Power of Attorney Agreement.

This agreement ensures that the WFOE can replace Ms.

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

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

This agreement was duly signed by and among Ms.

Li Li, the WFOE and the VIE.

Under this agreement, the WFOE has an exclusive, irrevocable and unconditional option to purchase or to designate a third party to purchase 100% equity interests of the VIE at RMB one (1) yuan or the lowest amount of consideration permitted under the laws of PRC at any time, giving the WFOE a sole discretion to exercise such option at any time and in any manner as permitted by the laws of PRC.

Pursuant to the JiuGe Technology Call Option Agreement, Ms.

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

(i) transfer or dispose of the equity interests in the VIE or the assets of the VIE in any manner;

(ii) create any encumbrance of any kind over the equity interests in the VIE, other than the VIE Agreements;

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

(a) change its registered capital;

(b) amend its articles of association;

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

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

(f) change information filed at the competent authorities in the PRC;

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

(h) pay, make or declare any dividend, charge, fee or other distribution of any kind;

(i) 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;

or (k) do any acts that would adversely impair the VIE’s ability to perform the obligations under the VIE Agreements.

Li Li nor the VIE may assign any of its rights and obligations under the agreement without the prior written consent of WFOE or unilaterally terminate the agreement.

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

a share pledge agreement under which the owner of JiuGe Technology has pledged all of their rights, titles and interests in JiuGe Technology to JiuGe Management to guarantee JiuGe Technology’s performance of its obligations under the JiuGe Technology Consulting Services Agreement (the “ JiuGe Technology Share Pledge Agreement ”).

This agreement was duly signed among Ms.

Li Li, the WFOE and the VIE.

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

Li Li were pledged to the WFOE, giving the WFOE a right to exercise the share pledge where Ms.

Li Li or the VIE violates the VIE Agreements.

This measure under this agreement will result in the equity of the VIE being locked, making it impossible for any third party to legally obtain the equity of the VIE without the prior consent of the WFOE.

Our PRC counsel has reviewed these agreements

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

We are of the opinion that

the VIE Agreements are valid and giving the WFOE a full control over the VIE in respect of the current and effective PRC laws and regulations.

However, the VIE Agreements have never been challenged or recognized in court for the time being, and the PRC government may determine

that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations compared with direct ownership, there may

be less effective in controlling through the VIE structure.

In the first half of 2018, JiuGe Technology established

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

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

As with all dynamic markets, the

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

enhance our service and product offerings to ensure optimal service.

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

our reach to expand into additional provinces in the PRC.

In September 2018, JiuGe Technology launched and commercialized

mobile payment and recharge services to businesses for China Unicom.

The JiuGe Technology mobile payment and recharge platform enables

the seamless delivery of real-time payment and recharge services to third-party channels and businesses.

We earn a negotiated rebate amount

from each of China Unicom and China Mobile for all monies paid by consumers to China Unicom and China Mobile that we process.

consumers to utilize our portal instead of using our competitors’ platforms or paying China Unicom or China Mobile directly, we

offer mobile data and talk time at a rate discounted from these companies’ stated rates, which are also the rates we must pay to

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

Accordingly, we earn income on the

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

through our platform.

In October 2018, China Unicom and China Mobile

awarded JiuGe Technology with contracts that established partnerships for data analysis, that could unlock potential value-added services.

This description of the VIE Agreements discussed

above does not purport to be complete and are qualified in their entirety by reference to the terms of the VIE Agreements, which were

filed as exhibits to our Current Report on Form 8-K filed with the SEC on December 27, 2018 and are incorporated by reference herein.

The English translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit 10.6 to our Form S-1/A (Amendment

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

The Company’s operations in the PRC require

specific licenses and permits.

Its VIE and related operating entities hold value-added telecommunications business licenses issued by

These licenses are necessary for providing mobile payment, recharge, and messaging services in China.

VIE Structure

The Company conducts a substantial portion of

its operations in China through VIE arrangements.

These arrangements consist of a series of contractual agreements (the “ VIE

Agreements ”) between the Company’s WFOE and the VIE, along with its shareholder, pursuant to which JiuGe Technology became

the Company’s contractually controlled affiliate.

The VIE Agreements include a consulting services agreement, a loan agreement,

a power of attorney agreement, a call option agreement and a share pledge agreement in order to secure the connection and commitments

The purpose of these agreements is to give the

Company effective control over the VIE and to enable it to receive the majority of the economic benefits from its operations.

the Company lacks direct equity ownership in the VIE, which means these arrangements may not be as effective as direct ownership.

The enforceability of the VIE agreements under

PRC law remains uncertain, and there is no guarantee that the Company will be able to maintain effective control over the VIE.

see “Item 1A.

Risk Factors—Risks Related to VIE Agreements.”

Acquisition of Operational Control of Beijing

On March 7, 2019, the Company acting through JiuGe

Technology acquired operational control of Beijing Technology, a company in the business of providing mass SMS text services to businesses

looking to communicate with large numbers of their customers and prospective customers.

Through Beijing Technology, the Company entered

into the business of mass SMS text message service as a compliment to its mobile payment and recharge business.

The mass SMS text message

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

Currently, the Company’s SMS integrated platform is

processing more than 150 million SMS text messages per month.

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

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

Similar to the mobile recharge business, Beijing Technology

is required to make a deposit or bulk purchase in advance and has secured business customers that will utilize Beijing Technology’s

SMS integrated platform to send bulk SMS text messages monthly.

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

including to assist the Company’s clients to fulfil the government guidelines, until the SMS messages have been delivered successfully.

China Unicom Cooperation Agreement

On July 7, 2019, JiuGe Technology entered into

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

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

Under the Cooperation Agreement,

JiuGe Technology is responsible for constructing and operating China Unicom Yunnan’s electronic sales platform through which consumers

can purchase various goods and services from China Unicom Yunnan, including mobile telephones, mobile telephone service, broadband data

services, terminals, “smart” devices and related financial insurance.

The Cooperation Agreement provides that JiuGe Technology

is required to construct and operate the platform’s webpage in accordance with China Unicom Yunnan’s specifications and policies,

and applicable law, and bear all expenses in connection therewith.

As consideration for the services it provides under the Cooperation

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

The Cooperation Agreement expires three years

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

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

The Cooperation Agreement

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

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

Any disputes arising between the

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

This description of the Cooperation Agreement

does not purport to be complete and is qualified in its entirety by reference to the terms of the Cooperation Agreement, which was filed

as an exhibit to our Current Report on Form 8-K filed with the SEC on November 9, 2019 and is incorporated by reference herein.

In January 2022, TengLian (a 99% owned subsidiary

of JiuGe Technology) signed a co-operation agreement with China Unicom to launch the Device Protection program for mobile phones and the

new 5G phones.

The Company acting through the VIE expanded its

telecommunications services through the acquisition of operational control of Beijing XunLian TianXia Technology Co., Ltd., which provides

enterprise messaging solutions, including SMS and MMS, for enterprise customers.

This service complements the Company’s mobile payment

and recharge offerings and operates under licenses issued by the MIIT.

Strategic Cooperation with China Unicom

The Company, through its VIE, JiuGe Technology,

has established cooperative arrangements with China United Network Communications Limited and its regional branches, including China Unicom

These arrangements represent a key component of the Company’s telecommunications ecosystem and support its transaction-based

service model.

Under these cooperation arrangements, JiuGe Technology

is responsible for constructing and operating electronic sales platforms and related services through which consumers may purchase telecommunications

products and services, including mobile devices, mobile service plans, broadband services, and related offerings.

The Company receives

a share of the revenue generated from transactions processed through these platforms.

The Company believes these arrangements enhance

its integration with major telecommunications operators in China and provide opportunities to increase transaction volume and service

The extent of revenue generated from these arrangements depends on transaction activity, customer adoption, and ongoing commercial

cooperation with the relevant counterparties.

In addition, in January 2022, TengLian, a subsidiary

of JiuGe Technology, entered into a cooperation arrangement with China Unicom to support device protection programs for mobile and 5G

This initiative expands the Company’s involvement in value-added telecommunications services and may enhance its broader

service offerings.

These cooperative arrangements are subject to

customary commercial terms, including renewal provisions and termination rights, and their continuation and financial contributions will

depend on ongoing performance, regulatory conditions, and market demand.

Intercorporate Relationships

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Contractually controlled

Zhejiang ChangXin Communication Equipment Co., Ltd.

Contractually controlled

Shanghai XiaoYi Bin Tong Technology Co., Ltd.

Contractually controlled

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

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

Zhejiang ChangXin Communication Equipment Co., Ltd.

is a 70% owned subsidiary of Shanghai KeShunXiang Automobile Service Co., Ltd.

Shanghai XiaoYi Bin Tong Technology Co., Ltd.

is a 80% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.

Because we do not directly hold equity interests

2 unchanged sentences

also subject to the risks and uncertainties about any future actions of the Chinese government in this regard that could disallow the

VIE structure, which would likely result in a material change in our operations and may cause the value of our Common Shares to depreciate

significantly or become worthless.

VIE structure, which would likely result in a material change in our operations and may cause the value of our shares of common stock

(“ Common Shares ”) to depreciate significantly or become worthless.

The VIE Agreements may not be as effective as

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we and the VIE are not required to seek permissions from the CSRC, the CAC, or any other entity that is required to approve of the operations

of the VIE, other than a value-added telecommunications business licence, which has already been obtained.

of the VIE, other than a value-added telecommunications business license, which has already been obtained.

Nevertheless, Chinese regulatory

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Products and Services

The Company’s activities are organized by

its four primary business segments:

(i) telecommunications products and services, (ii) marketplace platform and digital commerce infrastructure

solutions, (iii) data and analytics platform solutions, and (iv) advanced technology and platform solutions.

Across these segments, the

Company employs a combination of digital distribution channels, direct sales efforts, and strategic collaborations to support customer

acquisition, increase service utilization, and expand its market presence.

Telecommunications Products and Services

Historically, telecommunication

operators focused their efforts on expanding their retail presence;

however, consumer behaviors and demands have shifted from offline

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

which provides seamless integration between telecommunication operators and online stores servicing Chinese consumers all around China.

The Company conducts its sales and marketing activities

for its telecommunications products and services primarily through online distribution channels, including e-commerce marketplaces and

social media platforms in the PRC.

These channels are used to facilitate customer acquisition, promote product offerings, and support

transaction execution.

In coordination with telecommunications operator

arrangements, the Company conducts periodic promotional campaigns, including seasonal and region-specific initiatives, designed to align

with local market conditions and consumer demand.

The Company also maintains relationships with online storefront operators and other

business collaborators to support distribution and customer outreach.

In addition, the Company has implemented customer

engagement initiatives, including loyalty-based programs in collaboration with telecommunications operators, which are intended to support

customer retention and increase usage of its services.

For its enterprise-focused communications services, including SMS offerings, the

Company utilizes direct sales, account management, and channel partnerships to expand its corporate customer base and increase service

adoption across multiple industry sectors.

The Company’s products

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Recharge Service

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

product offerings across online stores on various platforms.

Down-Stream Partners

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SMS and MMS Services

Short Message Service (SMS) remains the only

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

In 2024, the telecommunications industry

in China sent a total of around 2,016 billion SMS 1 , marking a 7.9% year-on-year increase compared to 2023.

This activity generated

a market size of RMB46.3 billion 2 (~$6.42 billion), reflecting a 2.5% 3 year-on-year growth.

For the fiscal year

ended February 28, 2025, the Company accounted for 13 million SMS representing 0.006% of the total market share.

https://www.miit.gov.cn/gxsj/tjfx/txy/art/2025/art_641c048c5d4f4e308098bf6c4e3dcb4a.html

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

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

There are strict policies imposed by the Chinese

government regulating message broadcasting via the SMS protocol.

One key metric being monitored is the rate of public complaints on messages

received via SMS, with the aim of fighting spam messages and blocking uncensored messages.

In early 2019, the Company completed beta testing

of its proprietary SMS Integrated System and the commercialization phase began in April 2019.

The SMS Integrated System provides a robust

back-end control panel for corporate partners to access and manage their own messaging settings.

Corporate partners can upload a list

of targeted members, compose text or multimedia messages and define broadcasting settings.

All messages must be submitted to the ministry

for review before being delivered to telecommunication operators’ back-end for broadcasting.

The Company’s SMS Integrated System provides

a robust back-end control panel for corporate partners to access and manage their own messaging settings.

Corporate partners can upload

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

All messages must be submitted to the

ministry for review before being delivered to telecommunication operators’ back-end for broadcasting.

The mass SMS text message service offers bulk

SMS services to end consumers with competitive pricing.

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

Technology to operate SMS and MMS business in the PRC.

Similar to the mobile payment and recharge business, Beijing Technology is required

to make a deposit or bulk purchase in advance and has secured business customers that will utilize Beijing Technology’s SMS integrated

platform to send bulk SMS text messages monthly.

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

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

successfully.

Beijing Technology retains a license from the MIIT to operate SMS and MMS business

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

advance and has secured business customers that will utilize Beijing Technology’s SMS integrated platform to send bulk SMS text

messages monthly.

Beijing Technology has the capability to manage and track the entire process, including guiding the Company’s

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

The Company’s SMS Integrated System performs

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diversifying sources of revenue improves the stability of the Company’s revenue stream and minimizes seasonal fluctuations with SMS volume.

Rich Communication Services (RCS) Platform

Telecommunication operators around the world

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

messaging in the 5G era.

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

attracting approximately 421 million users and projecting an estimated value of $15.78 billion by 2027, growing at a compound annual

growth rate, or CAGR, of 18.5%.

On April 8, 2020, China’s three major telecommunication

operators, namely China Mobile, China Telecom and China Unicom, released a 5G messaging white paper outlining their commitment to mandate

all compatible handsets sold in the country support RCS.

5G messaging service or RCS can support not only

Person-to-Person (“ P2P ”) messaging, but also Application-to-Person (“ A2P ”) messaging.

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

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

also more direct interfacing with the internet;

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

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

In March 2020, the Company’s management

allocated resources dedicated for the research and development of a RCS platform – MaaP (Messaging as a Platform).

This RCS platform

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

on 5G infrastructure, delivering better user experience, more efficiently and cost effectively.

This is expected to open up a new marketing

channel for the Company’s current and prospective business partners.

The Company has completed the development of the

RCS platform and it is ready to be commercialized:

RCS Platform for Telecommunication Products and Services

The Company intends to launch its own brand on

the platform for the telecommunication products and services it currently carries.

The platform is expected to provide the Company with

direct access to 5G mobile users.

Furthermore, the Company can continue building and enhancing its brand on the platform serving as the

most comprehensive one-stop shop for telecommunication products and services.

RCS Platform for Partners and Brands

The Company is targeting to engage larger partners

and brands on this new RCS platform.

It is currently working and negotiating with one of the largest phone distributors in China to be

among the first partners launching services on the platform.

Big Data Insights

Marketplace Platform and Digital Commerce

Infrastructure Solutions – DaGe Platform

The DaGe platform is an integrated digital marketplace

designed to connect automotive owners with a wide network of service providers and merchants.

It enables users to access a variety of

automotive services, such as car maintenance, repairs, tire replacement, and electric vehicle (EV) charging stations.

Additionally, the

platform allows merchants to sell car-related products and accessories, creating a comprehensive automotive marketplace.

The DaGe platform functions as an online marketplace

tailored to automotive needs, aggregating service providers and product vendors into a single, user-friendly ecosystem.

Through the DaGe

Mobile App, users can locate nearby services using geolocation, schedule appointments, purchase accessories, and make secure payments.

Features include service provider ratings, booking management, promotions, and loyalty rewards.

Supporting the expansion of EV infrastructure,

the DaGe platform facilitates access to a growing network of EV charging stations, aligning with broader trends toward sustainable mobility.

The Company’s sales and marketing efforts

for its DaGe Platform are focused on increasing user adoption, expanding service provider participation, and driving transaction volume

across its platforms.

Marketing activities are conducted primarily through

digital channels, including mobile applications such as WeChat Mini-Programs, social media platforms, and messaging-based campaigns.

Company also leverages its existing telecommunications customer base and distribution channels to promote its marketplace platforms and

facilitate user acquisition.

The Company engages in co-marketing initiatives

with automotive service providers and commercial partners to expand platform visibility and service offerings.

Customer acquisition and

retention strategies include promotional campaigns, referral programs, and targeted marketing efforts based on geographic and user behaviour

As the Company expands its marketplace platforms into additional regions or service categories, it intends to adapt its marketing

strategies to reflect local market conditions and consumer preferences.

Data and Analytics Platform Solutions

The Company launched its proprietary platform

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

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

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

Over the past several years, Sapientus’s

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

The Company is steadily advancing along its planned

roadmap, ready to move beyond “Stage 1:

Initialization” and advance into “Stage 2:

Initialization (largely completed)

During the initialization stage, the Company’s

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

To accomplish this, the Company, acting primarily

through FMFC, is entering into collaboration agreements with reinsurers to increase Sapientus’s visibility, as well as assimilating

its data analytics into the reinsurers’ value chain.

Engagements include, among various other initiatives, underwriting enhancement,

market segmentation and product design..

Revenue during this time has been sourced mainly from offering proprietary rating system and

related services that are customized to fit the reinsurer collaboration parties’ specific needs, in consideration of royalties.

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

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

The expansion stage will see the Company offer

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

Furthermore, the Company

will also expand its revenue focus from offering rating system alone to potential earning of commissions and profit shares through channel

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

Channel expansion could be achieved by cross-selling

through the Company’s affiliated companies, including JiuGe Technology, and reinsurance brokerage firm with which it has collaboration

agreements, supported by leads generation for niche marketing and further upselling.

In addition, developing customized product solutions

with reinsurers will augment value proposition, offering more personalized and efficient coverage based on the latent risks of individuals.

Precision marketing enhances product take-up rates, while preferred risk selection is expected to attract profitable business and improve

portfolio results.

As such, added value can be generated through FMFC’s Sapientus Platform and shared among FMFC and its (re)insurer

and distribution collaborators.

As Sapientus matures, the Company enters the integration

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

Having accumulated more diverse

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

adopted across the industry.

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

beyond insurance applications.

For example, the Company’s generalized rating system can help conduct smart underwriting for financial

loans or craft out consumer behaviors and risk propensities to inform ecommerce business decisions.

The Company’s platform can be

used standalone as an independent rating tool, as well as offered as part of an integrated system, joining forces with various collaborators

in the ecosystem on data access, customer relationships, advanced analytics, product and service capabilities.

Types of value that can

be realized through ecosystems include:

Friction reduction :

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

Network effects :

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

Data integration :

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

Smart Mobility Solutions

Our Smart Mobility Solutions business vertical

focuses on enabling next-generation connected vehicle ecosystems by integrating advanced communication, data, and AI technologies into

commercial and specialty (e.g., emergency response) vehicles.

Through our subsidiary, JiuGe Technology, we provide system integration

services and technology platforms that support the development of intelligent, networked vehicle fleets for government and enterprise

The Company sells its data and analytics platform

solutions to enterprise customers in the insurance and reinsurance sectors, as well as financial institutions and intermediaries.

activities are conducted primarily through direct sales and business development personnel and include customer engagement, relationship

management, and participation in industry events.

The Company supports customer evaluation and adoption

through product demonstrations, pilot deployments, and proof-of-concept implementations.

The sales cycle is generally long and complex

due to enterprise procurement, integration requirements, and data governance considerations.

The Company may enter into strategic arrangements

to support data access, integration, and distribution of its platform.

Growth in this segment depends on market acceptance of analytics

solutions, data availability, competitive conditions, and compliance with applicable regulatory and data protection requirements.

Advanced Technology and Platform Solutions

— C2 Platform

The Company’s advanced technology and platform

solutions business vertical focuses on enabling next-generation connected vehicle ecosystems by integrating advanced communication, data,

and AI technologies into commercial and specialty (e.g., emergency response) vehicles.

Through our subsidiary, JiuGe Technology, we provide

system integration services and technology platforms that support the development of intelligent, networked vehicle fleets for government

and enterprise customers.

We have developed the Advanced Mobile Integrated

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and mobile command coordination.

The C2 Platform equips emergency response and

specialized vehicles with real-time satellite and 5G communication, IoT-enabled sensors, AI-driven analytics, and cloud-based command

This platform is designed to enhance field operations by maintaining reliable communication links, enabling remote command capabilities,

and facilitating data-driven decision-making, even in remote or disaster-affected environments.

By combining mobile communications and satellite

technologies, the C2 Platform ensures operational continuity in both urban and remote environments, providing first responders and field

personnel with stable and secure communication channels.

The C2 Platform includes advanced features such as an in-vehicle unified communications

hub, smart PTZ cameras, unmanned aerial vehicles (UAVs), satellite communication terminals, and integrated multimedia dispatch systems.

It is compliant with the security and operational standards certified by China’s Ministry of Industry and Information Technology

The C2 Platform is a key component of our Smart

Mobility strategic vertical.

It expands our product portfolio to include advanced connected vehicle technologies and supports broader

commercial and government applications in sectors such as public safety, logistics, specialized transportation, and emergency management.

DaGe Platform

The DaGe platform is an integrated digital marketplace

designed to connect automotive owners with a wide network of service providers and merchants.

It enables users to access a variety of

automotive services, such as car maintenance, repairs, tire replacement, and electric vehicle (EV) charging stations.

Additionally, the

platform allows merchants to sell car-related products and accessories, creating a comprehensive automotive marketplace.

The DaGe platform functions as an online marketplace

tailored to automotive needs, aggregating service providers and product vendors into a single, user-friendly ecosystem.

Through the DaGe

Mobile App, users can locate nearby services using geolocation, schedule appointments, purchase accessories, and make secure payments.

Features include service provider ratings, booking management, promotions, and loyalty rewards.

Supporting the expansion of EV infrastructure,

the DaGe platform facilitates access to a growing network of EV charging stations, aligning with broader trends toward sustainable mobility.

With collaboration arrangements in place, the platform currently has integrated around 86,000 charging stations and secured around 12,500

vendors and service providers as of February 2025;

and will continue to enhance the platform’s reach and offerings.

The DaGe platform is a key component of our Smart

Mobility Solutions strategy, generating multiple revenue streams through subscription fees, transaction commissions, advertising, and

sales of automotive goods and services.

It further positions FingerMotion within the evolving automotive services and connected mobility

This platform is designed to enhance field operations

by maintaining reliable communication links, enabling remote command capabilities, and facilitating data-driven decision-making, even

in remote or disaster-affected environments.

The Company markets its C2 platform to enterprise

and public-sector customers, including municipalities, emergency response agencies, industrial operators, and automotive partners.

activities are conducted through direct engagement, government procurement processes, and strategic partnerships.

The Company supports adoption through pilot programs,

live demonstrations, and participation in public safety and technology-related events.

The C2 platform is positioned for deployment in

mission-critical communication and operational environments.

The Company provides implementation support, system

integration, and training services to facilitate customer onboarding and platform deployment.

Growth in this segment depends on public-sector

procurement activity, enterprise adoption, and the Company’s ability to secure strategic alliances and integration partnerships.

Growth Strategy

The Company’s growth strategy is a multi-pronged

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

Enhancing PigeonHoles Integration System and the DaGe Platform .

Maintaining a stable and robust platform is expected to give the Company the flexibility to manage new product offering and packages in order to increase revenue.

This will be the key critical success factor for the Company’s expansion plans.

Expanding customer base.

Along with the stability of the Company’s platform and its ability to access working capital, the Company’s growth will be based on increasing its market share through expanding its base in its current geographic regions of operations and through expanding its presence into other regions.

The Company’s offerings can be targeted to a wider group of customers, which should improve overall revenue.

New Product line expansion.

The Company plans to constantly increase its product offerings from its telco partners by designing new packages and offerings in order to differentiate the Company from its competition.

New product line and services are expected to be introduced progressively to be offered to the end users via the telco delivery channels.

This is expected to expand our revenue base.

Enhancing values.

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

Diversification.

Breaking away from the Company’s core and traditional business, the Company, 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.

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

The Company intends to also continue to build its core

values to enhance and differentiate its support and services to ensure it is able to stand out from its competitors.

the development and deployment of C2 Platform.

As part of our long-term growth strategy, the Company is advancing the development

and deployment of its Advanced Mobile Integrated Command and Communication (C2) Platform.

We aim to expand adoption across municipal

agencies, public safety departments, and private-sector entities through strategic partnerships, pilot programs, and targeted geographic

rollouts in China.

Continued investment in infrastructure, regulatory compliance, and cross-sector collaboration is expected to position

the C2 Platform as a key driver of revenue diversification and technological leadership within our smart mobility ecosystem.

of DaGe Platform.

The Company continues to invest in the development of DaGe platform and its mobile applications.

We will further

enhance our platform by expanding the network of service providers, increasing the number of EV charging stations, and integrating more

product and service offerings into the ecosystem.

Sales and Marketing

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

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

Since the inception of JiuGe Technology in 2018, the Company has secured contracts and agreements to work with nine (9) online stores and twenty (20) business partners.

The Company’s strategy is to expand into the entire China region and to reach out to a wider base of customers and users that can benefit from the Company’s product offerings.

The Company’s new agreement with China Mobile on the loyalty redemption business is a step towards the Company’s customer retention strategy that is expected to also enable it to cross-sell additional products and offerings from the Company.

■ The Company intends to continue to focus on, and expand, its roster

of corporate clients to improve sales in its SMS business, and intends to focus on expanding into different industries.

§ The Company’s

sales and marketing efforts for the DaGe platform focus on driving user growth, transaction volume, and service provider engagement within

our digital automotive services marketplace.

We leverage our telecommunications customer base and digital channels, including WeChat

Mini-Programs, in-app promotions, SMS campaigns, and social media advertising to promote the platform.

Strategic partnerships with automotive

service providers and EV charging networks support co-marketing opportunities, while referral incentives, loyalty programs, and geo-targeted

promotions are used to boost user engagement and retention.

As we expand into new markets, our marketing strategy will be localized to

align with regional service availability and consumer behavior.

Advanced Mobile Integrated Command and Communication (C2) Platform, our marketing strategy is centered on enterprise and public-sector

sales, with a focus on municipalities, emergency response agencies, and industrial operators.

Sales efforts include direct outreach,

government procurement processes, and strategic alliances with automotive manufacturers.

We promote the platform through pilot programs,

live demonstrations, and participation in public safety and technology events.

To support adoption, our technical team provides implementation

support, integration services, and training to ensure client success and position the C2 platform as a scalable solution.

The Company’s long-term growth strategy

focuses on scaling its existing business capabilities, enhancing its technology platforms, and expanding into adjacent markets where its

platform, data, and system-level expertise can be effectively applied.

Key elements of this strategy include:

· Strengthening core operations.

intends to continue to improve operational efficiency, platform reliability, and technological capabilities within its existing markets

This includes optimizing transaction processing, improving system scalability, and maintaining strong relationships with telecommunications

operators, service providers, and enterprise customers.

· Expansion of the telecommunications ecosystem.

The Company seeks to support the growth of its telecommunications-related services by increasing transaction volumes, strengthening operator

integrations, and broadening service offerings through its operating subsidiaries.

Growth in this segment is expected to be driven by

enhanced enterprise adoption, deeper ecosystem integration, and ongoing product innovation.

· Advancement of data analytics technologies

and platforms.

The Company intends to further develop its data analytics capabilities and platforms to address evolving market demand

and create additional revenue streams.

This includes enhancing the Sapientus Platform to expand data processing capabilities, analytical

modeling, and enterprise reporting solutions, enabling scalable, data-driven decision-making tools across various industry verticals.

· Scaling of marketplace platform and digital

commerce infrastructure solutions.

The Company intends to scale its mobile-first, online-to-offline (“ O2O ”)

marketplace platforms through increased user adoption, expansion of service provider networks, and higher transaction volumes across its

digital commerce ecosystem.

Growth initiatives will include enhancing platform functionality, optimizing user experience, and expanding

into additional service categories and geographies.

The Company also seeks to strengthen monetization through transaction-based fees,

subscription models, and advertising services, subject to market adoption and platform maturity.

· Expansion of advanced technology and platform

The Company plans to expand its advanced technology and platform solutions offerings, including its C2 Platform, into

additional areas of critical infrastructure and business critical operations.

These areas may include public safety systems, transportation

networks, emergency response coordination, and other large-scale operational environments.

Growth in this segment is expected to be driven

by continued product development, pilot deployments, and increased customer adoption in both enterprise and public-sector markets, subject

to procurement cycles, regulatory requirements, and technical validation.

· Productization for regional deployment.

The Company plans to adapt its existing intellectual property, data analytics models, and platform capabilities, including its Sapientus

Platform and mobility platforms, for deployment in selected regional markets.

This approach aims to enable scalable expansion by leveraging

established technology assets and operational expertise across multiple markets.

· Strategic partnerships, investments, and acquisitions.

The Company seeks to identify and pursue strategic partnerships, joint ventures, and acquisition opportunities that enhance its distribution

capabilities, expand its service offerings, and support long-term value creation.

Research & Development

RCS Platform - As a leader in the 5G ecosystem in China, the Company is developing the RCS platform to strengthen its first-mover advantage in MaaP (Messaging as a Platform).

This messaging platform enables businesses and brands to communicate and service their customers on 5G infrastructure, delivering a more efficient, more cost efficient, and more robust user experience.

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

Big Data Insights - Beginning in January 2019, the Company has continuously researched industry reports and compiled data published by researchers and have incorporated its findings into its Sapientus data blocks.

By integrating with external data sources, the Company’s R&D department can develop innovative insurtech and fintech products in collaboration with re-insurance and financial services companies.

Our industry is highly competitive, rapidly changing,

highly innovative and increasingly subject to regulatory scrutiny and oversight.

We compete against a wide range of businesses, including

those that are larger than we are, have a dominant and secure position or offer other products and services to consumers and merchants

that we do not offer.

We believe we are in an advantageous position compared to many of our competitors or potential competitors because

we have been granted an exclusive license to act as an authorized processor of payments in China for China Unicom and China Mobile.

Our mobile payments business competes principally

against two alternatives.

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

We understand there are a limited number of these licenses, but believe that certain other license holders are large, diversified

companies with deep financial resources.

We also compete with payment processors that are not authorized licensees of the mobile telecommunications

companies but nevertheless provide similar services.

Separately, and more generally, we compete with all forms and methods of paying for

additional data and minutes, including credit and debit cards, other electronic payment platforms and bank transfers.

Because we have been awarded a contract to process

payments for China Unicom and China Mobile and, are therefore, able to offer services directly to market with value added services, we

believe the Company is in an advantageous position as compared to its competition.

We look to take advantage of the position that we have

been afforded.

Telecommunications Products & Services - The Company continues to develop its messaging platform that allows businesses and brands to engage with their customers using 5G infrastructure, providing a more efficient, cost-effective, and robust user experience.

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

Data Analytics Platform Solutions - The Company continues to develop its Data Analytics Platform Solutions (Big Data) analytics capabilities, including its Sapientus data platform, by integrating external data sources and refining proprietary data models to support insurtech and fintech applications in collaboration with insurance and financial services partners.

DaGe Platform - The Company is developing its DaGe platform to enhance data processing, aggregation, and analytics capabilities, with a focus on scalable deployment for enterprise use cases that require large-scale processing of structured and unstructured data.

C2 Platform - Development efforts are focused

on improving system reliability, integration capabilities, and interoperability with public-sector and enterprise infrastructure.

The Company operates in a highly competitive and

rapidly evolving industry that is subject to technological change and regulatory oversight.

The Company competes with a range of participants,

including larger, more established companies, as well as providers that offer similar or substitute products and services.

The Company’s mobile payments business competes

with other licensed service providers authorized by mobile telecommunications operators in China, as well as unlicensed payment processors

that offer comparable services.

In addition, the Company competes with alternative payment methods, including credit and debit cards,

other electronic payment platforms, and bank transfers.

The Company holds an exclusive license to act

as an authorized payment processor for China Unicom and China Mobile.

These arrangements provide the Company with access to distribution

channels for mobile payment services;

however, competition remains based on service capabilities, pricing, technology, and customer adoption.

Intellectual Property

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