What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-08-24 compared with 2026-07-27 · 380 added, 0 removed, 468 unchanged (45% of the section changed)

79 unchanged sentences

value of our Common Stock.

The Chinese government exerts

substantial influence over the manner in which we must conduct our business activities.

We are currently not required to obtain approval

from Chinese authorities to list on U.S exchanges, however, if our holding company or subsidiaries were required to obtain approval or

filing in the future and were denied permission from Chinese authorities to list on U.S.

exchanges, we will not be able to continue listing

exchange, which would materially affect the interest of the investors.

government has exercised and can continue to exercise substantial control to intervene on virtually every sector of the Chinese economy

through regulation and state ownership, and as a result, it can influence the manner in which we must conduct our business activities

and effect material changes in our operations or the value of the common stock we are registering in this resale.

Under the current government

leadership, the government of the PRC has been pursuing reform policies which have adversely affected China-based operating companies

whose securities are listed in the U.S., with significant policies changes being made from time to time without notice.

There are substantial

uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations

governing our business, or the enforcement and performance of our contractual arrangements with borrowers in the event of the imposition

of statutory liens, death, bankruptcy or criminal proceedings.

Our ability to operate in China may be harmed by changes in its laws and

regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters.

or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would

require additional expenditure and efforts on our part to ensure our compliance with such regulations or interpretations.

government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally

planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic

conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas

and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability to offer

or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless.

the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued

the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which was made available to

the public on July 6, 2021.

The Opinions emphasized the need to strengthen the administration over illegal securities activities, and

the need to strengthen the supervision over overseas listings by Chinese companies.

Effective measures, such as promoting the construction

of relevant regulatory systems, will be taken to deal with the risks and incidents of China-concept overseas listed companies.

date hereof, we have not received any inquiry, notice, warning, or sanctions from PRC government authorities in connection with the Opinions.

2021, the Standing Committee of the National People’s Congress of China, or the SCNPC, promulgated the PRC Data Security Law, which

took effect in September 2021.

The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying

out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic

and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests

of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used.

The PRC Data Security

Law also provides for a national security review procedure for data activities that may affect national security and impose export restrictions

on certain data information.

July 2021, regulatory authorities in China launched cybersecurity investigations with regard to several China- based companies that are

listed in the United States.

The Chinese cybersecurity regulator announced on July 2 that it had begun an investigation of Didi Global

DIDI) and two days later ordered that the company’s app be removed from smartphone app stores.

On July 5, 2021, the

Chinese cybersecurity regulator launched the same investigation on two other Internet platforms, China’s Full Truck Alliance of

Full Truck Alliance Co.

YMM) and Boss of KANZHUN LIMITED (Nasdaq:

On July 24, 2021, the General Office of the Communist

Party of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden

of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment

in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from this sector.

17, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, or the

Regulations, which took effect on September 1, 2021.

The Regulations supplement and specify the provisions on the security of critical

information infrastructure as stated in the Cybersecurity Review Measures.

The Regulations provide, among others, that protection department

of certain industry or sector shall notify the operator of the critical information infrastructure in time after the identification of

certain critical information infrastructure.

20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, which

took effect in November 2021.

As the first systematic and comprehensive law specifically for the protection of personal information in

the PRC, the Personal Information Protection Law provides, among others, that (i) an individual’s consent shall be obtained to use

sensitive personal information, such as biometric characteristics and individual location tracking,

(ii) personal

information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s

rights, and (iii) where personal information operators reject an individual’s request to exercise his or her rights, the individual

may file a lawsuit with a People’s Court.

the Company’s business segments may be subject to various government and regulatory interference in the provinces in which they

The Company could be subject to regulation by various political and regulatory entities, including various local and municipal

agencies and government sub-divisions.

The Company may incur increased costs necessary to comply with existing and newly adopted laws

and regulations or penalties for any failure to comply.

Additionally, the governmental and regulatory interference could significantly

limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to

significantly decline or be worthless.

it is uncertain when and whether the Company will be required to obtain permission from the PRC government to list on U.S.

the future, and even when such permission is obtained, whether it will be denied or rescinded.

Although the Company is currently not required

to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list

exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating

to its business or industry.

17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the

“Overseas Listing Trial Measures”) and five relevant guidelines, which became effective on March 31, 2023.

According to the

Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or

indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information.

The Overseas Listing Trial

Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following:

(1) such securities offering

and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules;

(2) the intended securities

offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance

(3) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual

controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the

order of the socialist market economy during the latest three years;

(4) the domestic company intending to make the securities offering

and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion

has yet been made thereof;

or (5) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s)

or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.

Listing Trial Measures also provides that if the issuer meets both the following criteria, the overseas securities offering and listing

conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies:

(1) 50% or more of any of the issuer’s

operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most

recent fiscal year is accounted for by domestic companies;

and (2) the issuer’s main business activities are conducted in China,

or its main place(s) of business are located in China, or the majority of senior management staff in charge of its business operations

and management are PRC citizens or have their usual place(s) of residence located in China.

Where an issuer submits an application for

initial public offering to competent overseas regulators, such issuer must file with the CSRC within three business days after such application

is submitted.

In addition, the Overseas Listing Trial Measures provide that the direct or indirect overseas listings of the assets of

domestic companies through one or more acquisitions, share swaps, transfers or other transaction arrangements shall be subject to filing

procedures in accordance with the Overseas Listing Trial Measures.

The Overseas Listing Trial Measures also requires subsequent reports

to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed

overseas offerings and listings.

conference held for these new regulations (“Press Conference”), officials from the CSRC clarified that the domestic companies

that have already been listed overseas on or before March 31, 2023, shall be deemed as existing issuers (the “Existing Issuers”).

Existing Issuers are not required to complete the filling procedures immediately, and they shall be required to file with the CSRC upon

occurrences of certain subsequent matters such as follow-on offerings of securities.

According to the Overseas Listing Trial Measures

and the Press Conference, the existing domestic companies that have completed overseas offering and listing before March 31, 2023, such

as us, shall not be required to perform filing procedures for the completed overseas securities issuance and listing.

However, from the

effective date of the regulation, any of our subsequent securities offering in the same overseas market or subsequent securities offering

and listing in other overseas markets shall be subject to the filing requirement with the CSRC within three working days after the offering

is completed or after the relevant application is submitted to the relevant overseas authorities, respectively.

If it is determined that

any approval, filing or other administrative procedures from other PRC governmental authorities is required for any future offering or

listing, we cannot assure you that we can obtain the required approval or accomplish the required filings or other regulatory procedures

in a timely manner, or at all.

If we fail to fulfill filing procedure as stipulated by the Trial Measures or offer and list securities

in an overseas market in violation of the Trial Measures, the CSRC may order rectification, issue warnings to us, and impose a fine of

between RMB1,000,000 and RMB10,000,000.

Persons-in-charge and other persons that are directly liable for such failure shall be warned

and each imposed a fine from RMB500,000 to RMB5,000,000.

Controlling shareholders and actual controlling persons of us that organize or

instruct such violations shall be imposed a fine from RMB1,000,000 and RMB10,000,000.

24, 2023, the CSRC published the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities

Offering and Listing by Domestic Enterprises (the “Provisions on Confidentiality and Archives Administration”), which came

into effect on March 31, 2023.

The Provisions on Confidentiality and Archives Administration require that, in the process of overseas

issuance and listing of securities by domestic entities, the domestic entities, and securities companies and securities service institutions

that provide relevant securities service shall strictly implement the provisions of relevant laws and regulations and the requirements

of these provisions, establish and improve rules on confidentiality and archives administration.

Where the domestic entities provide with

or publicly disclose documents, materials or other items related to the state secrets and government work secrets to the relevant securities

companies, securities service institutions, overseas regulatory authorities, or other entities or individuals, the companies shall apply

for approval of competent departments with the authority of examination and approval in accordance with law and report the matter to the

secrecy administrative departments at the same level for record filing.

Where there is unclear or controversial whether or not the concerned

materials are related to state secrets, the materials shall be reported to the relevant secrecy administrative departments for determination.

However, there remain uncertainties regarding the further interpretation and implementation of the Provisions on Confidentiality and Archives

Administration.

date of this annual report, we and our PRC subsidiaries have obtained the requisite licenses and permits from the PRC government authorities

that are material for the business operations of our PRC subsidiaries.

In addition, as of the date of this annual report, we and our PRC

subsidiaries are not required to obtain approval or permission from the CSRC or the CAC or any other entity that is required to approve

our PRC subsidiaries’ operations or required for us to offer securities to foreign investors under any currently effective PRC laws,

regulations, and regulatory rules.

If it is determined that we are subject to filing requirements imposed by the CSRC under the Overseas

Listing Regulations or approvals from other PRC regulatory authorities or other procedures, including the cybersecurity review under the

revised Cybersecurity Review Measures, for our future offshore offerings, it would be uncertain whether we can or how long it will take

us to complete such procedures or obtain such approval and any such approval could be rescinded.

Any failure to obtain or delay in completing

such procedures or obtaining such approval for our offshore offerings, or a rescission of any such approval if obtained by us, would subject

us to sanctions by the CSRC or other PRC regulatory authorities for failure to file with the CSRC or failure to seek approval from other

government authorization for our offshore offerings.

These regulatory authorities may impose fines and penalties on our operations in

China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation

of the proceeds from our offshore offerings into China or take other actions that could materially and adversely affect our business,

financial condition, results of operations, and prospects, as well as the trading price of our common stock.

The CSRC or other PRC regulatory

authorities also may take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery

of the securities offered.

Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement

and delivery, they do so at the risk that settlement and delivery may not occur.

In addition, if the CSRC or other regulatory authorities

later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory

procedures for our prior offshore offerings, we may be unable to obtain a waiver of such approval requirements, if and when procedures

are established to obtain such a waiver.

Any uncertainties or negative publicity regarding such approval requirement could materially

and adversely affect our business, prospects, financial condition, reputation, and the trading price of our common stock.

on December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations

jointly issued the revised Measures for Cybersecurity Review, or the Revised Review Measures, which became effective and has replaced

the existing Measures for Cybersecurity Review on February 15, 2022.

According to the Revised Review Measures, if an “online platform

operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply

for a cybersecurity review.

Based on a set of Q&A published on the official website of the State Cipher Code Administration in connection

with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should

apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators.

Given the recency

of the issuance of the Revised Review Measures and their pending effectiveness, there is a general lack of guidance and substantial uncertainties

exist with respect to their interpretation and implementation.

For example, it is unclear whether the requirement of cybersecurity review

applies to follow-on offerings by an “online platform operator” that is in possession of personal data of more than one million

users where the offshore holding company of such operator is already listed overseas.

Furthermore, the CAC released the draft of the Regulations

on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor

listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual

data security review report for a given year to the municipal cybersecurity department before January 31 of the following year.

draft Regulations on Network Data Security Management are enacted in the current form, we, as an overseas listed company, will be required

to carry out an annual data security review and comply with the relevant reporting obligations.

If the Chinese government

190 unchanged sentences

of our securities may be prohibited under the HFCAA, which would result in the delisting of our securities from the Nasdaq.

Because the majority of

our operations are in mainland China and our auditor has been located in mainland China, a jurisdiction where the U.S.

Public Company

Accounting Oversight Board (“PCAOB”) is currently unable to conduct inspections without the approval of Chinese authorities,

there have been concerns regarding oversight of the audits of our financial statements filed with the SEC.

If the PCAOB continues to be

unable to inspect our audit firm in the PRC for three consecutive years, the HFCAA requires the SEC to prohibit the trading of our securities

on a national securities exchange, including Nasdaq, or on over-the- counter markets in the United States.

Senate and U.S.

House of Representatives have each passed bills, which, if enacted, would decrease the number of non-inspection

years from three consecutive years to two, thus reducing the time period before our securities may be prohibited from trading on a U.S.

securities exchange or delisted from Nasdaq.

The foregoing could adversely affect the market price of our securities and our ability to

raise capital effectively.

of companies that are registered with the SEC and traded publicly in the United States, including our independent registered public accounting

firm, are required to be registered with the PCAOB and to undergo regular inspections by the PCAOB to assess their compliance with the

laws of the United States and applicable professional standards.

Because our current auditor is located in mainland China, a jurisdiction

where the PCAOB is currently unable to conduct inspections without the approval of Chinese authorities, our auditor is not currently inspected

by the PCAOB.

PCAOB inspections

of auditors located outside of mainland China and Hong Kong have at times identified deficiencies in those auditors’ audit procedures

and quality control procedures, which may be addressed as part of the PCAOB’s inspection process to improve future audit quality.

The lack of PCAOB inspections of audit work undertaken in mainland China and Hong Kong prevents the PCAOB from regularly evaluating our

auditor’s audits and its quality control procedures.

As a result, investors are deprived of the benefits of PCAOB inspections, which

could result in limitations or restrictions on our access to the U.S.

capital markets.

in recent years, the U.S.

Congress and regulatory authorities have continued to express concerns about challenges in their oversight of

financial statement audits of U.S.-listed companies with significant operations in China.

As part of this continued focus on access to

audit and other information currently protected by national law, in particular under Chinese law, the United States enacted the HFCAA

in December 2020.

The HFCAA requires the SEC to identify issuers that have 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 has determined it is unable to inspect or investigate

completely because of a restriction imposed by a non-U.S.

authority in the auditor’s local jurisdiction (a “Commission-Identified

Under the HFCAA, if the SEC conclusively identifies an issuer as a Commission-Identified Issuer for three consecutive

years, the SEC is required to prohibit the trading of the issuer’s securities on a national securities exchange or through any other

method that is within the jurisdiction of the SEC to regulate, including over-the counter markets in the United States.

Our securities

may be prohibited from trading on the Nasdaq or other U.S.

stock exchanges if our auditor is not inspected by the PCAOB for three consecutive

years, and this ultimately could result in our securities being delisted.

in June 2021, the U.S.

Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if enacted,

would amend the HFCAA and require 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 (as opposed to the three years under the HFCAA).

In February 2022, the U.S.

House of Representatives passed the America Creating Opportunities for Manufacturing Pre- Eminence in Technology and Economic Strength

(COMPETES) Act of 2022 (the “America COMPETES Act”), which similarly would amend the HFCAA to shorten the number of non-inspection

years from three years to two years.

The America COMPETES Act, however, includes a broader range of legislation than the AHFCA Act in

response to the U.S.

Innovation and Competition Act passed by the U.S.

Senate in 2021.

House of Representatives and the U.S.

Senate will need to agree on amendments to these respective bills to allow the legislature to pass their amended bills before the President

can sign the bill into law.

It is unclear if or when either of these bills will be signed into law.

2021, the PCAOB adopted PCAOB Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act, which provides a framework

for the PCAOB to use when determining whether the PCAOB is unable to inspect or investigate completely a registered public accounting

firm located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction for the purposes of

PCAOB Rule 6100 establishes the manner of the PCAOB’s determinations;

the factors the PCAOB will evaluate and the documents

and information it will consider when assessing whether a determination is warranted;

the form, public availability, effective date, and

duration of such determinations;

and the process by which the PCAOB will reaffirm, modify or vacate any such determinations.

2021, the SEC announced that it had approved Rule 6100.

In December 2021, the SEC adopted amendments to finalize rules implementing the

submission and disclosure requirements in the HFCAA for Commission-Identified Issuers, which became effective on January 10, 2022.

addition, the PCAOB issued a Determination Report, pursuant to PCAOB Rule 6100, which found that the PCAOB is unable to inspect or investigate

completely registered public accounting firms headquartered in mainland China and Hong Kong because of positions taken by Chinese authorities

in those jurisdictions.

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

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 so identified.

If an issuer is identified as a Commission-Identified Issuer based on its annual report for the fiscal

year ended December 31, 2021, the issuer will be required to comply with the submission or disclosure requirements in its annual report

for the fiscal year ended December 31, 2022.

If we are identified as a Commission-Identified Issuer that uses an auditor not subject to

PCAOB inspection for three consecutive years, or, if the AHFCAA or the America COMPETES Act is passed, two consecutive years, our securities

may be delisted from Nasdaq as a result.

Delisting of our securities would force holders of our securities to sell their securities.

we may be prohibited from listing our securities on another U.S.

securities exchange, making our shares harder to trade for the investors,

potentially reducing demand and lowering our share price.

The market price of our securities could be adversely affected as a result of

anticipated negative impacts of such legislative or executive actions upon, as well as negative investor sentiment toward, companies with

significant operations in mainland China and Hong Kong that are listed in the United States, regardless of whether such actions are implemented

and regardless of our actual operating performance.

GGF CPA LTD., Certified Public Accountants, is a China-based accounting firm registered with the PCAOB, and is subject to laws in the

United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.

Our auditor is headquartered in the China and is subject to inspection by the PCAOB on a regular basis.

On August 26, 2022, the PCAOB

signed the Protocol with the CSRC and the MOF of the People’s Republic of China, governing inspections and investigations of audit

firms based in mainland China and Hong Kong.

The Protocol remains unpublished and is subject to further explanation and implementation.

Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any

issuer audits for inspection or investigation and the unfettered ability to transfer information to the SEC.

On December 15, 2022, the

PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB registered public accounting firms headquartered

in China mainland and Hong Kong completely in 2022.

The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable

to inspect or investigate completely registered public accounting firms headquartered in China mainland and Hong Kong.

However, whether

the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in

China mainland and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s control.

The PCAOB is continuing to demand complete access in China mainland and Hong Kong moving forward and was already making plans to resume

regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as

The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.

Therefore, the PCAOB in the future may determine that it is unable to inspect or investigate completely registered public accounting firms

in mainland China and Hong Kong.

Our auditor’s working papers related to us and our subsidiaries are located in China.

If our auditor

is not permitted to provide requested audit work papers located in China to the PCAOB, investors would be deprived of the benefits of

PCAOB’s oversight of our auditor through such inspections which could result in limitation or restriction to our access to the U.S.

capital markets and trading of our securities may be prohibited under the HFCAA, which would result in the delisting of our securities

from the Nasdaq.

For a detailed

description of risks related to our doing business in China, see “Item 1A.

Risk Factors - Risks Related To Doing Business In China”

Changes in China’s

54 unchanged sentences

results of operations.

If the Company becomes directly

subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant

resources to investigate and resolve the matters.

Any unfavorable results from the investigations could harm our business operations and

our reputation.

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

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

Much of the scrutiny, criticism and negative

publicity has centered on financial and accounting irregularities, lack of effective internal control over financial reporting, inadequate

corporate governance and ineffective implementation thereof and, in many cases, allegations of fraud.

As a result of enhanced scrutiny,

criticism and negative publicity, the publicly traded stocks of many U.S.-listed Chinese companies have sharply decreased in value and,

in some cases, have become virtually worthless or illiquid.

Many of these companies are now subject to shareholder lawsuits and SEC enforcement

actions and are conducting internal and external investigations into the allegations.

It is not clear what effects the sector-wide investigations

will have on the Company.

If the Company becomes the subject of any unfavorable allegations, whether such allegations are proven to be

true or untrue, the Company will have to expend significant resources to investigate such allegations and defend the Company.

allegations were not proven to be baseless, the Company would be severely hampered and the price of the stock of the Company could decline

substantially.

If such allegations were proven to be groundless, the investigation might have significantly distracted the attention of

the Company’s management.

It may be difficult to serve

the Company with legal process or enforce judgments against the Company or its management.

Company’s assets are located in China, all of its directors and officers are non-residents of the United States and located in China,

and all or substantial portions of the assets of such non-residents are located outside the United States.

As a result, it may not be

possible to effect service of process within the United States upon such persons to originate an action in the United States.

there is uncertainty that the courts of China would enforce judgments of U.S.

courts against the Company, its directors or officers based

on the civil liability provisions of the securities laws of the United States or any state, or an original action brought in China based

upon the securities laws of the United States or any state.

The recognition

and enforcement of foreign judgments are provided under the PRC Civil Procedures Law.

PRC courts may recognize and enforce foreign judgments

in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment

is made or on principles of reciprocity between jurisdictions.

China does not have any treaties or other forms of reciprocity with the

United States that provide for the reciprocal recognition and enforcement of foreign judgments.

In addition, according to the PRC Civil

Procedure Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment

violates the basic principles of PRC laws or national sovereignty, security or public interest.

As a result, it is uncertain whether and

on what basis a PRC court would enforce a judgment rendered by a court in the United States.

You may experience

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 1A. Risk Factors