What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-09-30 compared with 2026-09-30 · 464 added, 213 removed, 376 unchanged (64% of the section changed)

7 unchanged sentences

risks described in other documents we file from time to time with the Securities and Exchange Commission.

we are unable to comply with the applicable continued listing requirements or standards of Nasdaq, there is a possibility that our common

stock could be delisted.

At present, we are not in compliance with certain Nasdaq continued listing requirements.

Should we be unable

to regain compliance, our securities may be subject to delisting, which could impact the market price and liquidity of our common stock

and potentially limit our access to capital.

have received a determination from Nasdaq regarding potential delisting and, while we have effected a reverse stock split and timely

appealed against such determination.

While these actions reflect our commitment to maintaining our listing, there can be no assurance

that we will regain or maintain compliance with Nasdaq’s continued listing requirements.

A delisting could have implications for

the trading and liquidity of our common stock, as well as our capital-raising efforts.

November 4, 2025, we received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)

indicating that we had not regained compliance with Nasdaq Listing Rule 5550(a)(2) (“Minimum Bid Price Requirement”) by the

November 3, 2025 deadline.

As a result, our securities would be scheduled for trading suspension.

On November 7, 2025, we promptly appealed

the Staff’s determination to the Nasdaq Hearings Panel (the “Panel”) a hearing before the Panel has been scheduled

on December 9, 2025.

are actively evaluating a range of available strategic and corporate actions that may assist in regaining compliance with the Minimum

Bid Price Requirement.

Apart from the reverse stock split which we have already implemented, we also intend to enhance investor engagement

and pursue operational improvements, subject to board and shareholder approval.

we are making every effort to address the listing requirements, there can be no assurance that the Panel will determine that we have

achieved compliance with Listing Rule 5550(a)(2) within the prescribed period or that we will qualify for any additional compliance period

that may be available or that we will ultimately satisfy all applicable Nasdaq listing standards.

If our common stock is delisted, it

could result in:

availability of market quotations for our securities;

liquidity for the Company’s securities;

determination that the Company’s common stock is a “penny stock” which

may impose additional trading restrictions;

limited amount of news and analyst coverage;

in raising capital or issuing additional securities in the future.

can also be no assurance that the market price of the Company’s common stock will maintain the Minimum Bid Price Requirement.

Related to Doing Business in China

all of our operations are in China, our business is subject to the complex and rapidly evolving laws and regulations there.

government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations

at any time, which could result in a material change in our operations and/or the value of our common stock.

a business operating in China, we are subject to the laws and regulations of the PRC, which can be complex and evolve rapidly.

government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which

we are subject may change rapidly and with little notice to us or our shareholders.

As a result, the application, interpretation, and

enforcement of new and existing laws and regulations in the PRC are often uncertain.

In addition, these laws and regulations may be interpreted

and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices.

regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries

or investigations or any other government actions may:

are currently not in compliance with the Nasdaq continued listing requirements.

If we are unable to regain compliance with Nasdaq’s

listing requirements, our securities could be delisted, which could affect our common stock’s market price and liquidity and reduce

our ability to raise capital.

May 6, 2025, the Company was notified by the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)

that the Staff granted the Company’s request to transfer the listing of its common stock, par value $0.0005 per share (the “Common

Stocks”), from The Nasdaq Global Select Market tier to The Nasdaq Capital Market tier, and that the Staff granted the Company’s

request for a second 180-calendar day period, or until November 3, 2025 (the “Second Compliance Period”), to regain compliance

with the $1.00 bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2).

To regain compliance with such minimum price requirement,

the Company must evidence a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days.

of the listing of the Common Stocks from The Nasdaq Global Select Market to The Nasdaq Capital Market took effect with the open of business

on May 8, 2025.

The transfer is not expected to impact trading in the Common Stocks, which will continue to trade on Nasdaq under the

symbol “GURE.”

previously announced, on November 5, 2024, the Staff notified the Company that the bid price for the Common Stocks had closed below $1.00

per share for 30 consecutive business days and, as a result, the Company no longer satisfied Nasdaq Listing Rule 5450(a) (1), the minimum

bid price requirement applicable to The Nasdaq Global Select Market issuers.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company

was afforded an initial 180-calendar day grace period, through May 5, 2025, to regain compliance with the minimum bid price requirement.

listed on The Nasdaq Global Select Market are not eligible for a second 180-day grace period under the Nasdaq Listing Rules.

based upon the Company’s compliance with the various criteria required under Nasdaq Listing Rule 5810(c)(3)(A)(ii) to obtain a

second 180-day grace period applicable to issuers listed on The Nasdaq Capital Market, the Company applied to transfer the listing of

its Common Stocks to The Nasdaq Capital Market.

As noted above, the Staff approved the Company’s transfer application on May 6,

Company intends to closely monitor the closing bid price for its Common Stocks and consider all available options to timely remedy the

bid price deficiency.

If at any time during the Second Compliance Period, the closing bid price of the Common Stocks is at least $1.00

per share for a minimum of 10 consecutive business days, the Staff will provide the Company with written confirmation of compliance and

the matter will be closed, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

Company can give no assurance that it will regain or demonstrate compliance during the Second Compliance Period.

If the Company is not

able to demonstrate compliance with the minimum bid price requirement by November 3, 2025, or the Company does not comply with the terms

of the extension, the Staff will provide written notification to the Company that the Common Stocks will be delisted.

At that time, the

Company may appeal the Staff’s determination to the Nasdaq Hearings Panel (the “Panel”).

The Company’s appeal

request would stay any delisting action by the Staff at least pending a hearing before the Panel and the expiration of any extension

that may be granted by the Panel to the Company following the hearing.

Company has provided written notice to Nasdaq with its intention to cure the deficiency during the Second Compliance Period by

effecting a reverse stock split, if necessary.

Risks Related to Doing Business in China

Because all of our operations

are in China, our business is subject to the complex and rapidly evolving laws and regulations there.

The Chinese government may exercise

significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which

could result in a material change in our operations and/or the value of our common stock.

As a business

operating in China, we are subject to the laws and regulations of the PRC, which can be complex and evolve rapidly.

The PRC government

has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject

may change rapidly and with little notice to us or our shareholders.

As a result, the application, interpretation, and enforcement of

new and existing laws and regulations in the PRC are often uncertain.

In addition, these laws and regulations may be interpreted and applied

inconsistently by different agencies or authorities, and inconsistently with our current policies and practices.

New laws, regulations,

and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations

or any other government actions may:

or impede our development;

1 unchanged sentence

significant management time and attention;

us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our

current or historical operations, or demands or orders that we modify or even cease our business practices.

promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise

unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business

to ensure compliance, which could decrease demand for our products, reduce revenues, increase costs, require us to obtain more licenses,

permits, approvals or certificates, or subject us to additional liabilities.

To the extent any new or more stringent measures are required

to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease

the value of our Common Stock.

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 on U.S.

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

Chinese 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.

recent 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.

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

June 10, 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.

Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes

export restrictions on certain data and information.

early 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.

us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current

or historical operations, or demands or orders that we modify or even cease our business practices.

The promulgation

of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably

impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business to ensure

compliance, which could decrease demand for our products, reduce revenues, increase costs, require us to obtain more licenses, permits,

approvals or certificates, or subject us to additional liabilities.

To the extent any new or more stringent measures are required to be

implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the

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 on U.S.

exchange, which

would materially affect the interest of the investors.

The Chinese 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.

The central 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.

Accordingly, 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.

Given recent 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.

Recently, 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.

As of the date hereof, we have not received any inquiry,

notice, warning, or sanctions from PRC government authorities in connection with the Opinions.

On June 10, 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.

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 imposes export restrictions on certain data and information.

In early 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 Inc.

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

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.

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

19 unchanged sentences

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.

Additionally, 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.

26 unchanged sentences

(1) 50% or more of any of

the issuer’s operating revenue, total profit, total assets or net assets as documented in its unaudited 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.

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.

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

5 unchanged sentences

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.

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.

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.

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

15 unchanged sentences

on Confidentiality and Archives Administration.

of the date of this 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 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

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

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.

of the 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.

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.

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

122 unchanged sentences

Risk Factors - Risks Related to Doing Business in China ”

February 17, 2023, the CSRC released the Trial Administrative Measures for Administration of Overseas Securities Offerings and Listings

by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which came into effect on March 31, 2023.

to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill

the filing procedures and report relevant information to the CSRC.

If a domestic company fails to complete the filing procedures or conceals

any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties

by the CSRC, such as order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in

charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.

Currently, we and

our PRC subsidiaries are not required to file for a cybersecurity review by the Cyberspace Administration of China, or the CAC, for our

past issuance of securities to investors and maintaining our listing status on the Nasdaq, since our company already listed on Nasdaq

before promulgation of the Trial Measures is not required to file for a cybersecurity review by the CAC to maintain our listing status

on the Nasdaq Stock Market LLC, or the Nasdaq on which our securities have been listed.

Even though we are not required to complete the

filing procedures with the CSRC for our historical issuance of securities, we may be required by the Trial Measures to file with the

CSRC in connection with future securities offerings and listings outside of mainland China, including follow-on offerings, issuance of

convertible bonds, offshore relisting after going-private transactions, and other equivalent offering activities.

There remain substantial

uncertainties about the interpretation, application and implementation of the laws and regulations relating to the CSRC filing and CAC

cybersecurity review.

If we fail to obtain any requisite approvals with respect to future offerings ofour equity securities to foreign

investors, or if we inadvertently conclude that such permissions or approvals are not required, or if the applicable laws, regulations

or interpretations thereof change and we become subject to the requirement of additional permissions or approvals in the future, our

February 17, 2023, the CSRC released the Trial Administrative Measures for Administration of Overseas Securities Offerings and

Listings by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which came into effect on March

Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and

indirectly, should fulfill the filing procedures and report relevant information to the CSRC.

If a domestic company fails to

complete the filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic

company may be subject to administrative penalties by the CSRC, such as order to rectify, warnings, fines, and its controlling

shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to

administrative penalties, such as warnings and fines.

Currently, we and our PRC subsidiaries are not required to file for a

cybersecurity review by the Cyberspace Administration of China, or the CAC, for our past issuance of securities to investors and

maintaining our listing status on the Nasdaq, since our company already listed on Nasdaq before promulgation of the Trial Measures

is not required to file for a cybersecurity review by the CAC to maintain our listing status on the Nasdaq Stock Market LLC, or the

Nasdaq on which our securities have been listed.

Even though we are not required to complete the filing procedures with the CSRC for

our historical issuance of securities, we may be required by the Trial Measures to file with the CSRC in connection with future

securities offerings and listings outside of mainland China, including follow-on offerings, issuance of convertible bonds, offshore

relisting after going-private transactions, and other equivalent offering activities.

There remain substantial uncertainties about

the interpretation, application and implementation of the laws and regulations relating to the CSRC filing and CAC cybersecurity

If we fail to obtain any requisite approvals with respect to future offerings of our equity securities to foreign investors,

or if we inadvertently conclude that such permissions or approvals are not required, or if the applicable laws, regulations or

interpretations thereof change and we become subject to the requirement of additional permissions or approvals in the future, our

ability to execute our financing and equity offering plans may be significantly limited or completely hindered.

Any lack of or failure

to maintain requisite approvals, licenses or permits applicable to us or our PRC subsidiaries may have a material adverse impact on our

business, results of operations, financial condition and prospects, significantly limit or completely hinder our ability to offer or

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

Any lack of or

failure to maintain requisite approvals, licenses or permits applicable to us or our PRC subsidiaries may have a material adverse

impact on our business, results of operations, financial condition and prospects, significantly limit or completely hinder our

ability to offer or continue to offer securities to investors, and cause the value of our securities to significantly decline or

become worthless.

common stock may be delisted from the Nasdaq under the Holding Foreign Companies Accountable Act if the PCAOB is unable to adequately

47 unchanged sentences

auditor, GGF CPA LTD, Certified Public Accountants, the independent registered public accounting firm that issued the audit report included

in our annual report, an auditor of companies that are traded publicly in the United States and a China-based accounting firm registered

in our annual report, an auditor of companies that are traded publicly in the United States and an China-based accounting firm registered

with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance

51 unchanged sentences

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).

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.

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

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.

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.

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

17 unchanged sentences

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.

report for each year in which it was so identified.

If an issuer is identified as a Commission-Identified Issuer based on its annual

4 unchanged sentences

years, our securities may be delisted from Nasdaq as a result.

Delisting our securities would force holders of our securities to sell

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

their securities.

33 unchanged sentences

securities from the Nasdaq.

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

and operations.

Substantially

all of our assets and operations are located in the PRC.

Accordingly, our business, financial condition, results of operations and prospects

may be influenced to a significant degree by political, economic and social conditions in the PRC generally.

The Chinese economy differs

from the economies of most developed countries in many respects, including the level of government involvement, development, growth rate,

control of foreign exchange and allocation of resources.

Although the Chinese government has implemented measures emphasizing the utilization

of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate

governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the government.

the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies.

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

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

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

sectors of the economy.

Any adverse changes in economic conditions in the PRC, in the policies of the Chinese government or in the laws

and regulations in the PRC could have a material adverse effect on the overall economic growth of the PRC.

Such developments could adversely

affect our business and operating results, lead to a reduction in demand for our services and adversely affect our competitive position.

The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources.

Some of these

measures may benefit the overall Chinese economy, but may have a negative effect on us.

For example, our financial condition and results

of operations may be adversely affected by government control over capital investments or changes in tax regulations.

In addition, in

the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic

These measures may cause decreased economic activity in the PRC, which may adversely affect our business and operating results.

economic, political and social conditions, as well as changes in any government policies, laws and regulations, could have a material

adverse effect on our business.

of our operations are located in China and substantially of our net revenues are derived from customers located in China.

our business, financial condition, results of operations, prospects and certain transactions we may undertake may be subject, to a significant

extent, to economic, political and legal developments in China.

economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level

of development, growth rate, control of foreign exchange and allocation of resources.

Although China’s economy has been transitioning

from a planned economy to a more market-oriented economy since the late 1970s, the PRC government continues to play a significant role

in regulating industry development by imposing industrial policies.

The PRC government also exercises significant control over China’s

economic growth through allocating resources, controlling the incurrence and payment of foreign currency-denominated obligations, setting

monetary policy and providing preferential treatment to particular industries or companies.

Changes in any of these policies, laws and

regulations could adversely affect the economy in China and could have a material adverse effect on our business.

PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation

of financial and other resources.

However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce

new measures that will have a negative effect on us.

China’s social and political conditions may change and become unstable.

sudden changes to China’s political system or the occurrence of widespread social unrest could have a material adverse effect on

our business and results of operations.

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.

If such 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.

may be difficult to serve the Company with legal process or enforce judgments against the Company or its management.

of the 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.

Moreover, 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.

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.

may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us

or our management based on foreign laws.

conduct substantially all of our operations in China, and substantially all of our assets are located in China.

In addition, our current

officers reside within China and are PRC nationals.

As a result, it may be difficult for our shareholders to effect service of process

upon us or those people inside the PRC.

In addition, the PRC does not have treaties providing for the reciprocal recognition and enforcement

of judgments of courts with the U.S.

and many other countries and regions.

Therefore, recognition and enforcement in the PRC of judgments

of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult

or impossible.

may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may

have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our

ability to conduct our business.

rely principally on dividends and other distributions on equity from our PRC subsidiaries for our cash requirements, including for services

of any debt we may incur.

PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings.

Current PRC regulations permit our

PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance

with PRC accounting standards and regulations.

In addition, each of our PRC subsidiaries, as a Foreign Invested Enterprise, or FIE, are

required to draw 10% of its after-tax profits each year, if any, to fund a common reserve, which may stop drawing its after tax profits

if the aggregate balance of the common reserve has already accounted for over 50 percent of its registered capital.

These reserves are

not distributable as cash dividends.

If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing

the debt may restrict their ability to pay dividends or make other payments to us.

Any limitation on the ability of our PRC subsidiaries

to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to grow,

make investments or acquisitions that could be beneficial to our business, pay dividends or otherwise fund and conduct our business.

addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable

to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties

or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises

are incorporated.

regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion

may delay us from making loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect

our liquidity and our ability to fund and expand our business.

funds we transfer to our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to approval

by or registration with relevant governmental authorities in China.

According to the relevant PRC regulations on foreign- invested enterprises,

or FIEs, in China, capital contributions to our PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce,

or MOFCOM or its local branches and registration with a local bank authorized by the State Administration of Foreign Exchange, or SAFE.

In addition, (i) a foreign loan of less one year duration procured by our PRC subsidiaries is required to be registered with SAFE or

its local branches and (ii) a foreign loan of one year duration or more procured by our PRC subsidiaries is required to be applied to

the National Development and Reform Commission, or NDRC, in advance for undergoing recordation registration formalities.

Any medium or

long-term loan to be provided by us to our PRC operating subsidiaries must be registered with the NDRC and the SAFE or its local branches.

We may not be able to complete such registrations on a timely basis, with respect to future capital contributions or foreign loans by

us to our PRC Subsidiary.

If we fail to complete such registrations, our ability to capitalize our PRC operations may be negatively affected,

which could adversely affect our liquidity and our ability to fund and expand our business.

March 30, 2015, the SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement

of Foreign-Invested Enterprises, or SAFE Circular 19, which took effect as of June 1, 2015.

SAFE Circular 19 launched a nationwide reform

of the administration of the settlement of the foreign exchange capitals of FIEs and allows FIEs to settle their foreign exchange capital

at their discretion but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capital for expenditure

beyond their business scopes, providing entrusted loans or repaying loans between nonfinancial enterprises.

The SAFE issued the Circular

on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, effective

in June 2016.

Pursuant to SAFE Circular 16, enterprises registered in China may also convert their foreign debts from foreign currency

to Renminbi on a self-discretionary basis.

SAFE Circular 16 provides an integrated standard for conversion of foreign exchange under

capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis which applies

to all enterprises registered in China.

SAFE Circular 16 reiterates the principle that Renminbi converted from foreign currency-denominated

capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC laws or regulations,

while such converted Renminbi shall not be provided as loans to its non-affiliated entities.

As this circular is relatively new, there

remains uncertainty as to its interpretation and application and any other future foreign exchange-related rules.

Violations of these

Circulars could result in severe monetary or other penalties.

SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability

to use Renminbi converted from the net proceeds of this offering to fund our PRC operating subsidiary, to invest in or acquire any other

PRC companies through our PRC Subsidiary, which may adversely affect our business, financial condition and results of operations.

in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.

value of the Renminbi against the U.S.

dollar and other currencies may fluctuate and is affected by, among other things, changes in political

and economic conditions and the foreign exchange policy adopted by the PRC government.

It is difficult to predict how long such appreciation

of RMB against the U.S.

dollar may last and when and how the relationship between the RMB and the U.S.

dollar may change again.

our revenues and substantially all of our costs are denominated in Renminbi.

We rely on dividends paid by our operating subsidiaries

in China for our cash needs.

Any significant revaluation of Renminbi may materially and adversely affect our results of operations and

financial position reported in Renminbi when translated into U.S.

dollars, and the value of, and any dividends payable on, the common

stock in U.S.

To the extent that we need to convert U.S.

dollars into Renminbi for our operations, appreciation of the Renminbi

against the U.S.

dollar would have an adverse effect on the Renminbi amount we would receive.

Conversely, if we decide to convert our

Renminbi into U.S.

dollars for the purpose of making payments for dividends on our common stock or for other business purposes, appreciation

dollar against the Renminbi would have a negative effect on the U.S.

dollar amount.

control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.

PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of

currency out of China.

We receive substantially all of our revenues in Renminbi.

Under our current corporate structure, we primarily

rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have.

Under existing PRC foreign

exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related

foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural

requirements.

Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations

of our PRC subsidiaries in China may be used to pay dividends to our company.

However, approval from or registration with appropriate

government authorities is required, in principle, where RMB is to be converted into foreign currency and remitted out of China to pay

capital expenses such as the repayment of loans denominated in foreign currencies.

As a result, we need to obtain SAFE approval to use

cash generated from the operations of our PRC subsidiaries to pay off their respective debt in a currency other than Renminbi owed to

entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.

The PRC government

may at its discretion restrict access to foreign currencies for current account transactions in the future.

If the foreign exchange control

system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends

in foreign currencies to our shareholders, including holders of the Common stock.

regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China.

disclosure of documents or information located in China by foreign agencies may be subject to jurisdiction constraints and must comply

with China’s state secrecy laws, which broadly define the scope of “state secrets” to include matters involving economic

interests and technologies.

There is no guarantee that requests from U.S.

federal or state regulators or agencies to investigate or inspect

our operations will be honored by us, by entities who provide services to us or with whom we associate, without violating PRC legal requirements,

especially as those entities are located in China.

Furthermore, under the current PRC laws, an on-site inspection of our facilities by

any of these regulators may be limited or prohibited.

Unregistered Sale of Equity Securities and Use of Proceeds

2 unchanged sentences

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

What changed 10-Q/A

Item 1A. Risk Factors