What changed in this filing

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Item 1A. Risk Factors

2024-03-28 compared with 2023-03-31 · 464 added, 484 removed, 623 unchanged (60% of the section changed)

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Total revenue for fiscal year 2023 was $3,477,664 compared to $3,673,997 for fiscal year 2022.

increase year over year is largely attributable to the growth in the provision of business services, which mainly comprise business consulting

and advisory services as well as company secretarial, accounting and financial analysis services.

When nation-wide shutdowns were mandated

the first half of 2020, there was a corresponding decline in demand for our business services.

When business gradually resumed beginning

the latter half 2020, we saw a corresponding increase in orders of our business services.

full extent of the financial impact of the COVID-19 pandemic cannot be reasonably estimated at this time and the pandemic is still ongoing.

The extent to which the COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted,

including new information which may emerge concerning the severity of the coronavirus and its variants and the actions taken globally

to contain the coronavirus or treat its impact, the efficacy of vaccines on COVID-19 and its variants, among others.

Existing insurance

coverage may not provide protection for all costs that may arise from all such possible events.

of revenue was mainly due to the sale of three units of real estate properties for $840,036 during the year ended December 31, 2022,

but no real estate property was sold during 2023.

We expect revenue from both business service and real estate segments to steadily improve

when the impact of the COVID-19 pandemic becomes contained.

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably

possible that the virus could have a negative effect on the Company’s financial position and/or ability to consummate any

investment or business expansion plans, the specific impact is not readily determinable as of the date of the financial statements.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Additionally,

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our business operations and the impact COVID-19 may have on our results and financial condition, but there can be no assurance that this

analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business

sentiment generally or in our sector in particular.

analysis will enable us to avoid part or all any impact from the spread of COVID-19 or its consequences, including downturns in business

sentiment generally or particularly in our sector.

Related to Our Business

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For the years ended December 31, 2023, and 2022, we generated revenues of $3,477,664 and $3,673,997

and incurred net losses of $6,262,188 and $14,363,232, respectively.

The likelihood of our success must be considered in the light of

the problems, expenses, difficulties, complications, and delays frequently encountered by a small company starting a new business enterprise

and the highly competitive environment in which we are operating.

We have a limited operating history upon which an evaluation of our

future success or failure can be made.

and incurred an operating loss of $1,503,178 and $1,518,503, respectively.

The likelihood of our success must be considered in the light

of the problems, expenses, difficulties, complications, and delays frequently encountered by a small company starting a new business

enterprise and the highly competitive environment in which we are operating.

We have a limited operating history upon which an evaluation

of our future success or failure can be made.

Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

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are not currently profitable and may not become profitable.

of December 31, 2022, we recorded a negative cash flow of $2,402,769 in operating activities.

We incurred an operating loss of $1,518,503

and a net loss of $6,262,188 for the year ended December 31, 2022.

We expect to incur losses and negative operating cash flows for the

foreseeable future, and we may not achieve profitability.

We also expect to experience negative cash flow for the foreseeable future

due to operating losses and capital expenditures.

As a result, we will need to generate significant revenues to achieve and maintain

profitability.

We may not be able to generate these revenues or achieve profitability in the future.

Our failure to achieve or maintain

profitability could negatively impact the value of our business.

of and for the year ended December 31, 2023, we recorded an operating loss of $1,503,178, accumulated deficit of $36,549,095 and a negative

cash flow of $1,594,718 in operating activities.

We expect to incur operating losses and negative operating cash flows for the foreseeable

future, and we may not achieve profitability.

We also expect to experience negative cash flow for the foreseeable future due to operating

losses and capital expenditures.

As a result, we will need to generate significant revenues to achieve and maintain profitability.

may not be able to generate these revenues or achieve profitability in the future.

Our failure to achieve or maintain profitability could

negatively impact the value of our business.

may not be able to continue to operate as a going concern.

the year ended December 31, 2022, the Company incurred a net loss of $6,262,188 and used cash in operating activities of $2,402,769.

In addition, the Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2022,

audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.

These factors

raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial

statements are issued.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue

as a going concern.

the year ended December 31, 2023, the Company recorded an operating loss of $1,503,178 and used cash in operating activities of $1,594,718,

and as of December 31, 2023, we incurred accumulated deficit of $36,549,095.

In addition, the Company’s independent registered

public accounting firm, in their report on the Company’s December 31, 2023, audited financial statements, raised substantial doubt

about the Company’s ability to continue as a going concern.

These factors raise substantial doubt about the Company’s ability

to continue as a going concern within one year of the date that the financial statements are issued.

The financial statements do not

include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support

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services may not achieve significant acceptance.

Such acceptance, if achieved, may not be sustained for any significant period of time.

Failure of our services to achieve or sustain market acceptance could have a material adverse effect on our business, financial conditions

and the results of our operations.

Such acceptance, if achieved, may not be sustained for any significant period.

of our services to achieve or sustain market acceptance could have a material adverse effect on our business, financial conditions, and

the results of our operations.

ability to implement the business strategy may be slower than expected and we may be unable to generate a profit.

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that we will succeed.

may be unable to enter into our intended markets successfully.

The factors that could affect our growth strategy include our success

in (a) developing our business plan, (b) obtaining our clients, (c) obtaining adequate financing on acceptable terms, and (d) adapting

our internal controls and operating procedures to accommodate our future growth.

may be unable to enter our intended markets successfully.

The factors that could affect our growth strategy include our success in (a)

developing our business plan, (b) obtaining our clients, (c) obtaining adequate financing on acceptable terms, and (d) adapting our internal

controls and operating procedures to accommodate our future growth.

systems, procedures and controls may not be adequate to support the expansion of our business operations.

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of new laws or changes to existing laws by the PRC government may adversely affect our business.

PRC legal system is a codified legal system made up of written laws, regulations, circulars, administrative directives and internal guidelines.

Unlike common law jurisdictions like the U.S., decided cases (which may be taken as reference) do not form part of the legal structure

of the PRC and thus have no binding effect on subsequent cases with similar issues and fact patterns.

Furthermore, in line with its transformation

from a centrally planned economy to a relatively free market economy, the PRC government is still in the process of developing a comprehensive

set of laws and regulations.

As the legal system in the PRC is still evolving, laws and regulations or the interpretation of the same

may be subject to further changes.

For example, the PRC government may impose restrictions on the amount of service fees that may be

payable by municipal governments to wastewater and sludge treatment service providers.

Also, the PRC central and municipal governments

may impose more stringent environmental regulations which would affect our ability to comply with, or our costs to comply with, such

PRC legal system is a codified legal system made up of written laws, regulations, circulars, administrative directives, and internal

Unlike common law jurisdictions like the U.S., decided cases (which may be taken as reference) do not form part of the legal

structure of the PRC and thus have no binding effect on subsequent cases with similar issues and fact patterns.

Furthermore, in line

with its transformation from a centrally planned economy to a relatively free market economy, the PRC government is still in the process

of developing a comprehensive set of laws and regulations.

As the legal system in the PRC is still evolving, laws and regulations or

the interpretation of the same may be subject to further changes.

For example, the PRC government may impose restrictions on the amount

of service fees that may be payable by municipal governments to wastewater and sludge treatment service providers.

Also, the PRC central

and municipal governments may impose more stringent environmental regulations which would affect our ability to comply with, or our costs

to comply with, such regulations.

Such changes, if implemented, may adversely affect our business operations, and may reduce our profitability.

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The Company is NOT a Chinese operating company but a Malaysian

holding company with operations conducted by its subsidiaries based in China and that this structure involves unique risks to investors.

holding company with operations conducted by its subsidiaries based in Hong Kong and China that this structure involves unique risks

to investors.

It does not use variable interest entities in its corporate structure.

It provides cross-border business solutions such as tax planning,

trust and wealth management, cross border listing advisory services, transaction services, record management services, and accounting

outsourcing services.

One of its venture capital business segments focuses on rental activities of commercial properties and the sale

of investment properties.

None of the aforesaid business activities appears to be within the current targeted areas of concern by the

Chinese government.

It provides cross-border business solutions such

as tax planning, trust and wealth management, cross border listing advisory services, transaction services, record management services,

and accounting outsourcing services.

One of its venture capital business segments focuses on rental activities of commercial properties

and the sale of investment properties.

None of the aforesaid business activities appears to be within the current targeted areas of concern

by the Chinese government.

The Company plans to continue to explore future potential business opportunities in the Asia region, in particular

South East Asia.

Nonetheless, it intends to keep Hong Kong and China as part of its operating structure going forward and this would

potentially subject it to political and economic influence from China to the extent of such operations.

Southeast Asia.

Nonetheless, it intends to keep Hong Kong and China as part of its operating structure going forward and this would potentially

subject it to political and economic influence from China to the extent of such operations.

of the Company’s subsidiaries in Hong Kong and mainland China and its operations there and given the Chinese government’s

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The Chinese government may intervene or influence the Company’s current and future operations in Hong Kong

and China at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves.

any or all of the foregoing were to occur, this could lead to a material change in our Hong Kong and China subsidiaries’ operations

and China at any time or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes us.

any or all the foregoing were to occur, this could lead to a material change in our Hong Kong and China subsidiaries’ operations

and/or the value of the Company’s Common Stock and/or significantly limit or completely hinder its ability to offer or continue

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and adversely affect the value of your investment.

Foreign Companies Accountable Act (“HFCAA”) was enacted on December 18, 2020.

The HFCAA states if the SEC determines that

a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for

three consecutive years beginning in 2021, the SEC shall prohibit the company’s shares from being traded on a national securities

Holding Foreign Companies Accountable Act (“HFCAA”) was enacted on December 18, 2020.

The HFCAA states if the SEC determines

that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB

for three consecutive years beginning in 2021, the SEC shall prohibit the company’s shares from being traded on a national securities

exchange or in the over-the-counter trading market in the U.S.

24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the

A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under

a process to be subsequently established by the SEC.

The SEC is assessing how to implement other requirements of the HFCAA, including

the listing and trading prohibition requirements described above.

22, 2021, the U.S.

March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements

of the HFCAA.

A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection”

year under a process to be subsequently established by the SEC.

The SEC is assessing how to implement other requirements of the HFCAA,

including the listing and trading prohibition requirements described above.

June 22, 2021, the U.S.

Senate passed a bill which, if passed by the U.S.

House of Representatives and signed into law, would reduce the number

of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two years.

2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.

apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting

firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (“Commission-Identified Issuers”).

The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it is not owned

or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction.

The amendments also require that a

Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional

disclosures in its annual report for itself and any of its consolidated foreign operating entities.

Further, the release provides notice

regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain Commission-Identified

Issuers, as required by the HFCAA.

will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020.

A Commission-Identified Issuer will be

required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.

registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021, the

registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year

ended December 31, 2022.

16, 2021, PCAOB announced the PCAOB HFCAA determinations (the “PCAOB determinations”) relating to the PCAOB’s inability

to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special

Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

JP Centurion & Partners PLT (“Centurion”) is headquartered in Kuala Lumpur, Malaysia.

and is the independent registered

public accounting firm that issued the audit reports included in this annual report, and as auditors of companies that are traded publicly

in the United States and firms registered with the PCAOB, are subject to laws in the United States pursuant to which the PCAOB conducts

regular inspections to assess their compliance with the applicable professional standards.

We are not aware of any reasons to believe

or conclude that Centurion, would not permit an inspection by PCAOB or may not be subject to such inspection.

Centurion is outside the

jurisdiction of Hong Kong and China and have assured us that if requested, they shall cooperate and deliver work papers of our Chinese

subsidiaries to the PCAOB for inspection.

We cannot assure you that the jurisdiction in which our current auditor is located would not

implement rules forbidding our auditor to be subject to PCAOB inspection.

If such rules were to be implemented, we may have to incur substantial

costs and time to appoint a new auditor to re-audit our financials.

This could cause the market price of our shares to be materially and

adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange if we fail

to do so timely or on commercially reasonable times.

26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory

House of Representatives and signed into law, would reduce

the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two years.

December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.

The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public

accounting firm that is in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (“Commission-Identified

The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if

true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction.

The amendments

also require that a Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide

certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities.

Further, the release

provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities

of certain Commission-Identified Issuers, as required by the HFCAA.

SEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020.

A Commission-Identified Issuer will

be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.

If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021,

the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal

year ended December 31, 2022.

December 16, 2021, PCAOB announced the PCAOB HFCAA determinations (the “PCAOB determinations”) relating to the PCAOB’s

inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong

Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or

auditor, JP Centurion & Partners PLT (“Centurion”) is headquartered in Kuala Lumpur, Malaysia.

and is the independent

registered public accounting firm that issued the audit reports included in this annual report, and as auditors of companies that are

traded publicly in the United States and firms registered with the PCAOB, are subject to laws in the United States pursuant to which

the PCAOB conducts regular inspections to assess their compliance with the applicable professional standards.

We are not aware of any

reasons to believe or conclude that Centurion, would not permit an inspection by PCAOB or may not be subject to such inspection.

is outside the jurisdiction of Hong Kong and China and have assured us that if requested, they shall cooperate and deliver work papers

of our Chinese subsidiaries to the PCAOB for inspection.

We cannot assure you that the jurisdiction in which our current auditor is located

would not implement rules forbidding our auditor to be subject to PCAOB inspection.

If such rules were to be implemented, we may have

to incur substantial costs and time to appoint a new auditor to re-audit our financials.

This could cause the market price of our shares

to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities

exchange if we fail to do so timely or on commercially reasonable times.

August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory

Commission and the Ministry of Finance of China.

The SOP, together with two protocol agreements governing inspections and investigations

(together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations

by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S.

The SOP Agreement remains unpublished and

is subject to further explanation and implementation.

Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC,

the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators

shall have a right to see all audit documentation without redaction.

According to the PCAOB, its December 2021 determinations under the

HFCAA remain in effect.

The PCAOB is required to reassess these determinations by the end of 2022.

Under the PCAOB’s rules, a reassessment

of a determination under the HFCAA may result in the PCAOB reaffirming, modifying or vacating the PCACOB determinations.

However, if the

PCAOB continues to be prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in

mainland China and Hong Kong, the PCAOB is likely to determine by the end of 2022 that positions taken by authorities in the PRC obstructed

its ability to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely, then the companies

audited by those registered public accounting firms would be subject to a trading prohibition on U.S.

markets pursuant to the HFCAA.

may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection.

For example, on August

6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors

(together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and

investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S.

The SOP Agreement remains

unpublished and is subject to further explanation and implementation.

Pursuant to the fact sheet with respect to the SOP Agreement disclosed

by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and

investigators shall have a right to see all audit documentation without redaction.

On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and

investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations

to the contrary.

However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the

PCAOB Board will consider the need to issue a new determination.

SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection.

For example, on

August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors

from Significant Risks from Chinese Companies to the then President of the United States.

This report recommended the SEC implement five

recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate.

recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory

Some of the concepts of these recommendations were implemented with the enactment of the HFCAA.

However, some of the recommendations were

more stringent than the HFCAA.

For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended that

the transition period before a company would be delisted would end on January 1, 2022.

The SEC had announced that

the SEC staff was preparing a consolidated proposal for the rules regarding the implementation of the HFCAA and to address the recommendations

in the PWG report.

The implications of possible additional regulation in addition to the requirements of the HFCAA and what was recently

adopted on December 2, 2021 are uncertain.

Such uncertainty could cause the market price of our shares of common stock to be materially

and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange earlier

than would be required by the HFCAA.

If our shares are unable to be listed on another securities exchange by then, such a delisting would

substantially impair your ability to sell or purchase our shares when you wish to do so, and the risk and uncertainty associated with

a potential delisting would have a negative impact on the price of our shares.

in China’s economic, political or social conditions or government policies could have a material adverse effect on our future business

and operations.

business direction going forward is focused in the Asia region which, accordingly, could place our future business, financial condition,

However, some of the recommendations

were more stringent than the HFCAA.

For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended

that the transition period before a company would be delisted would end on January 1, 2022.

SEC had announced that the SEC staff was preparing a consolidated proposal for the rules regarding the implementation of the HFCAA and

to address the recommendations in the PWG report.

The implications of possible additional regulation in addition to the requirements

of the HFCAA and what was recently adopted on December 2, 2021 are uncertain.

Such uncertainty could cause the market price of our shares

of Common Stock to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the

national securities exchange earlier than would be required by the HFCAA.

If our shares are unable to be listed on another securities

exchange by then, such a delisting would substantially impair your ability to sell or purchase our shares when you wish to do so, and

the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our shares.

in China’s economic, political, or social conditions or government policies could have a material adverse effect on our future

business and operations.

business direction going forward is focused on the Asia region which, accordingly, could place our future business, financial condition,

results of operations and prospects be influenced to a certain degree by political, economic, and social conditions in China generally.

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Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment

of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or

of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment for certain industries or

the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various

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to property ownership and development.

However, due to the fact that these laws and regulations have not been fully developed, and because

of the limited volume of published cases and the non-binding nature of prior court decisions, interpretation of PRC’s laws and

regulations involves a degree of uncertainty.

Some of these laws may be changed with little advance notice, without immediate publication

or may be amended with retroactive effect.

June 30, 2020, China’s top legislature unanimously passed a new National Security Law for Hong Kong that was enacted on the same

Similar to PRC’s laws and regulations, the interpretation of National Security Law involves a degree of uncertainty.

However, since these laws and regulations have not been fully developed, and because of the limited

volume of published cases and the non-binding nature of prior court decisions, interpretation of PRC’s laws and regulations involves

a degree of uncertainty.

Some of these laws may be changed with little advance notice, without immediate publication or may be amended

with retroactive effect.

June 30, 2020, China’s top legislature unanimously passed The Law of the People’s Republic of China on Safeguarding National

Security in the Hong Kong Special Administrative Region that was enacted on the same day.

Like PRC’s laws and regulations, the

interpretation of National Security Law involves a degree of uncertainty.

on the government agency or how an application or case is presented to such agency, we may receive less favorable interpretations of

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and management attention.

All of these uncertainties may cause difficulties in the enforcement of our land use rights, entitlements under

All these uncertainties may cause difficulties in the enforcement of our land use rights, entitlements under

our permits and other statutory and contractual rights and interests.

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laws, which strictly prohibit the payment of bribes to government officials.

Going forward Hong Kong and China subsidiaries may have

Going forward, our Hong Kong and China subsidiaries may have

operations, agreements with third parties, and make sales in China, which may experience corruption.

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security, and transfer of confidential and private information, such as personal information and other data.

This data is wide ranging

and relates to our investors, employees, contractors and other counterparties and third parties.

The relevant PRC laws apply not only

to third-party transactions, but also to transfers of information between us, our subsidiaries and other parties with which we/they have

commercial relations.

PRC regulatory and enforcement regime with regard to privacy and data security is evolving.

Our Chinese subsidiary collects,

uses, shares, or retains, securities personal information (such as personal information and related data) that needs to leave mainland

China, approval from relevant Chinese departments is required.

This data is wide ranging and relates to our investors, employees, contractors,

and other counterparties and third parties.

The relevant PRC laws apply not only to third-party transactions, but also to transfers of

information between us, our subsidiaries, and other parties with which we/they have commercial relations.

PRC regulatory and enforcement regime regarding privacy and data security is evolving.

The PRC Cyber Security Law, which was promulgated

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to the Cyber Security Review Measures promulgated by the Cyberspace Administration of China and certain other PRC regulatory authorities

in April 2020, which became effective in June 2020, operators of critical information infrastructure must pass a cyber-security review

when purchasing network products and services which do or may affect national security.

If they provide or are deemed to provide such

network products and services to critical information infrastructure operators, or they are deemed to be a critical information infrastructure

operator, they would be required to follow cyber security review procedures.

There can be no assurance that they would be able to complete

the applicable cyber security review procedures in a timely manner, or at all, if they are required to follow such procedures.

or delay in the completion of the cyber security review procedures may prevent them from using or providing certain network products

and services, and may result in fines of up to ten times the purchase price of such network products and services being imposed upon

us, if they are to be deemed a critical information infrastructure operator using network products or services without having completed

the required cyber security review procedures.

The PRC government is increasingly focused on data security, recently launching cyber

security review against a number of mobile apps operated by several US-listed Chinese companies and prohibiting these apps from registering

in December 2021, which became effective in February 2022, operators of critical information infrastructure must pass a cyber-security

review when purchasing network products and services which do or may affect national security.

If they provide or are deemed to provide

such network products and services to critical information infrastructure operators, or they are deemed to be a critical information

infrastructure operator, they would be required to follow cyber security review procedures.

There can be no assurance that they would

be able to complete the applicable cyber security review procedures in a timely manner, or at all, if they are required to follow such

Any failure or delay in the completion of the cyber security review procedures may prevent them from using or providing certain

network products and services, and may result in fines of up to ten times the purchase price of such network products and services being

imposed upon us, if they are to be deemed a critical information infrastructure operator using network products or services without having

completed the required cyber security review procedures.

The PRC government is increasingly focused on data security, recently launching

cyber security review against several mobile apps operated by several US-listed Chinese companies and prohibiting these apps from registering

new users during the review period.

June 10, 2021, the Standing Committee of the National People’s Congress of China promulgated the Data Security Law which shall

take effect in September 1, 2021.

take effect on September 1, 2021.

The Data Security Law provides for data security and privacy obligations of entities and individuals

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use of personal information.

addition, on July 10, 2021, the Cyberspace Administration of China issued the Measures for Cyber Security Review (Revision Draft for

Comments) for public comments, which proposes to authorize the relevant government authorities to conduct cyber security review on a

range of activities that affect or may affect national security, including listings in foreign countries by companies that possess personal

addition, on December 28, 2021, the Cyberspace Administration of China issued the Measures for Cyber Security Review, and come into force

as of February 15, 2022, which proposes to authorize the relevant government authorities to conduct cyber security review on a range

of activities that affect or may affect national security, including listings in foreign countries by companies that possess personal

data of more than one million users.

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and information security.

Hong Kong and China subsidiaries do not collect, process or use personal information of entities or individuals other than what is necessary

for our business and do not disseminate such information.

They do not operate mobile apps and they do not possess information on more

than a million entities/individuals.

Although we believe they currently are not required to obtain clearance from the Cyberspace Administration

of China under the Measures for Cyber Security Review (Revision Draft for Comments) or the Opinions on Strictly Cracking Down on Illegal

Securities Activities, they face uncertainties as to the interpretation or implementation of such regulations or rules, and if required,

whether such clearance can be timely obtained, or at all.

the business of our Hong Kong and China subsidiaries may involve processing information of natural and legal persons, such information

may be considered important data in accordance with the PRC Cyber Security Law, the National Security Law of the People’s Republic

of China, the Personal Information Protection Law of the People’s Republic of China, the Data Security Law of the People’s

Republic of China, and the Personal Information Security Specification for Information Security Technology.

If our Chinese subsidiary

needs to provide such information generated in the mainland of China to Hong Kong or the United States based on business purpose or the

requirements of the relevant competent authorities in the United States, it needs to obtain the permission of China’s Cyberspace

Department in accordance with the Measures for Data Exit Security Assessment issued and implemented by the Cyberspace Administration

of China in September 2022 and other relevant regulations.

with the PRC Cyber Security Law, the PRC National Security Law, the Data Security Law, the Personal Information Protection Law, the Cyber

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have been increasingly focused on regulation in the areas of data security and data protection, including for mobile apps, and are enhancing

the protection of privacy and data security by rule-making and enforcement actions at central and local levels.

We expect that these

areas will receive greater and continued attention and scrutiny from regulators and the public going forward, which could increase our

Hong Kong and China subsidiaries’ compliance costs and subject them to heightened risks and challenges associated with data security

the protection of privacy and data security by rulemaking and enforcement actions at central and local levels.

We expect that these areas

will receive greater and continued attention and scrutiny from regulators and the public going forward, which could increase our Hong

Kong and China subsidiaries’ compliance costs and subject them to heightened risks and challenges associated with data security

and protection.

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of our business operations are conducted in Hong Kong and the PRC through our Hong Kong and China subsidiaries.

In the event that the

regulators carry out investigation on us and there is a need to conduct investigation or collect evidence within the territory of

the PRC, the U.S.

regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC

regulators may consider cross-border cooperation with securities regulatory authority of the PRC by way of judicial assistance,

diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC.

carry out investigation on us and there is a need to conduct investigation or collect evidence within the territory of the PRC, the U.S.

regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws.

may consider cross-border cooperation with securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels

or regulatory cooperation mechanism established with the securities regulatory authority of the PRC.

to comply with laws and regulations applicable to our business in China could subject us to fines and penalties and could also cause

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These developments could add uncertainties to our future offerings, business operations share price and reputation.

public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative

public companies that have substantially all their operations in China have been the subject of intense scrutiny, criticism and negative

publicity by investors, financial commentators and regulatory agencies, such as the SEC.

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on, such a registrant.

On June 22, 2021, the U.S.

passed Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations

Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other

things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC

to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections for

two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.

June 22, 2021, the U.S.

Senate passed Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled

“Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President

Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and

amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor

is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition

May 21, 2021, NASDAQ filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating

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The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public

accounting firm that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (“PCAOB”)

is unable to inspect or investigate (“Commission-Identified Issuers”).

The final amendments require Commission-Identified

Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the

public accounting firm’s foreign jurisdiction.

The amendments also require that a Commission-Identified Issuer that is a “foreign

issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of

its consolidated foreign operating entities.

Further, the release provides notice regarding the procedures the SEC has established to

identify issuers and to impose trading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCAA.

accounting firm that is in a foreign jurisdiction and that the Public Company Accounting Oversight Board (“PCAOB”) is unable

to inspect or investigate (“Commission-Identified Issuers”).

The final amendments require Commission-Identified Issuers to

submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the public accounting

firm’s foreign jurisdiction.

The amendments also require that a Commission-Identified Issuer that is a “foreign issuer,”

as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of its consolidated

foreign operating entities.

Further, the release provides notice regarding the procedures the SEC has established to identify issuers

and to impose trading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCAA.