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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-08-03 · 123 added, 126 removed, 22 unchanged (92% of the section changed)

Controls and Procedures

Under the supervision

and with the participation of our management, including our principal executive officer and principal financial and accounting officer,

we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial and accounting

officer have concluded that as of December 31, 2020, our disclosure controls and procedures were effective.

Disclosure controls

and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed,

summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated

and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar

functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over

Financial Reporting

There have been

no changes in our internal control over financial reporting during the year ended December 31, 2020 that have materially affected, or

are reasonably likely to materially affect, our internal control over financial reporting

Directors, Executive Officers and Corporate Governance

Under the supervision and with the participation

of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation

of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that as of

December 31, 2021, our disclosure controls and procedures were effective.

Disclosure controls and procedures are designed

to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our

management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control

over financial reporting during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Other Information

Disclosure Regarding

Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers

and Corporate Governance

Directors and Executive Officers

Our current director

and offices are as follow:

Chief Executive Officer, Chief Financial Officer and

Chair of the Board of Directors

is the founder of our Company and has been serving as our Chair of the Board of Directors, Chief Executive Officer and Chief

Financial Officer since its inception.

Fan’s primary responsibilities include defining our global expansion, sales and marketing

strategies, establishing company-wide policies and overall management.

Fan has more than 20 years of experience in the transportation

Fan founded Pony Limousine Services Limited in March 2016, and Shenzhen Yilutong Technology Co.

in December 2015 and

has been its Chair of the board of directors since its inception.

She was the general manager of Shenzhen Zhixingzhiyuan Technology Co.,

Ltd., an online designated driver service company, from March 2015 to December 2015.

She also served as vice general manager of Shenzhen

Zhongqinghechuang Cultural Media Technology Co.

Our current director and offices are as follow:

Chief Executive Officer, Chief Financial Officer and Chair of the Board of Directors

Wenxian Fan is the founder of our

Company and has been serving as our Chair of the Board of Directors, Chief Executive Officer and Chief Financial Officer since its inception.

Fan’s primary responsibilities include defining our global expansion, sales and marketing strategies, establishing company-wide

policies and overall management.

Fan has more than 20 years of experience in the transportation industry.

Fan founded Pony Limousine

Services Limited in March 2016, and Shenzhen Yilutong Technology Co.

in December 2015 and has been its Chair of the board of directors

since its inception.

She was the general manager of Shenzhen Zhixingzhiyuan Technology Co., Ltd., an online designated driver service

company, from March 2015 to December 2015.

She also served as vice general manager of Shenzhen Zhongqinghechuang Cultural Media Technology

from June 2010 to March 2015.

She was the administration officer of global sales

department (West Africa region) for Huawei Technologies Co., Ltd since June 2006 to August 2007.

Since August 2007 to July 2009, she

served as administration director of Freeboarders Software Development (Shenzhen) Co., Ltd.

Fan started her transportation management

career and held multiple positions at Shenzhen Transportation Center since September 1998.

Fan received her bachelor’s degree

in transportation economic from Shenzhen University in June 1998 and her master’s degree in transportation management from Wuhan

University of Technology in January 2004.

She was the administration officer of global sales department (West Africa region) for Huawei Technologies

Co., Ltd since June 2006 to August 2007.

Since August 2007 to July 2009, she served as administration director of Freeboarders Software

Development (Shenzhen) Co., Ltd.

Fan started her transportation management career and held multiple positions at Shenzhen Transportation

Center since September 1998.

Fan received her bachelor’s degree in transportation economic from Shenzhen University in June

1998 and her master’s degree in transportation management from Wuhan University of Technology in January 2004.

Family Relationships

There are no family relationships, or

other arrangements or understandings between or among any of the directors, executive officers or other person pursuant to which such

person was selected to serve as a director or officer.

Director Independence and Committees

There are no family relationships, or other arrangements

or understandings between or among any of the directors, executive officers or other person pursuant to which such person was selected

to serve as a director or officer.

Director Independence and Committees of the Board of Directors

We are not required to have any independent members

of the Board of Directors.

We are not required to have any independent

members of the Board of Directors.

Our Board of Directors has determined that none of the directors are independent under applicable

As we do not have any board committees, the Board as a whole carries out the functions of audit, nominating and compensation

Code of Business Conduct and Ethics

and Insider Trading Policy

We currently do not have a Code of Ethical

Conduct and an Insider Trading Policy but plan to adopt them as we develop our business in the future.

The following table sets forth the aggregate

compensation paid to our Chief Executive Officer for services rendered in all capacities for the fiscal years ended December 31, 2019

Our Board of Directors has determined that none of the directors are independent under applicable SEC rules.

As we do not have any board committees, the Board as a whole carries out the functions of audit, nominating and compensation committees.

Code of Business Conduct and Ethics and Insider Trading Policy

We currently do not have a Code of Ethical Conduct

and an Insider Trading Policy but plan to adopt them as we develop our business in the future.

Executive Compensation

The following table sets forth the aggregate compensation paid to our

Chief Executive Officer for services rendered in all capacities for the fiscal years ended December 31, 2020 and 2021.

Summary Compensation Table

2 unchanged sentences

Chair of the Board and

Chief Executive

Agreements and Potential Payments Upon Termination

We have not entered into any employment

agreement with our executive officer.

Equity Compensation

Plan Information

Outstanding Equity Awards at Fiscal

Chief Executive Officer

Employment Agreements and Potential

Payments Upon Termination

We have not entered into any employment agreement

with our executive officer.

Equity Compensation Plan Information

Outstanding Equity Awards at Fiscal Year-End

Director Compensation

To date, we have not paid any remuneration

to our directors in their capacities as such.

in Certain Legal Proceedings

than proceedings disclosed herein, none of our directors and executive officers have been involved in any of the following events during

the past ten years:

any bankruptcy petition filed by or against such person or any business

of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to

any conviction in a criminal proceeding or being subject to a pending

criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed,

suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting

his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking

or securities activities;

being found by a court of competent jurisdiction in a civil action,

the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment

has not been reversed, suspended, or vacated;

being subject of, or a party to, any federal or state judicial or administrative

order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal

or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies,

or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently

reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association,

entity or organization that has disciplinary authority over its members or persons associated with a member.

Principal Accountant Fees and Services.

following table shows the fees that we paid or accrued for the audit and other services provided by our independent registered public

accounting firms for the fiscal years ended December 31, 2019 and 2020.

To date, we have not paid any remuneration to our

directors in their capacities as such.

Involvement in Certain Legal Proceedings

Other than proceedings disclosed herein, none of

our directors and executive officers have been involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Principal Accountant Fees and

The following table shows the fees that we paid

or accrued for the audit and other services provided by our independent registered public accounting firms for the fiscal years ended

December 31, 2020 and 2021.

Audit Fees (1)

1 unchanged sentence

All Other Fees (4)

This category consists of fees for professional services rendered by

our principal independent registered public accountants for the audit of our annual financial statements, review of financial statements

included in our quarterly reports and services that are normally provided by the independent registered public accounting firms in

connection with statutory and regulatory filings or engagements for those fiscal years.

This category consists of fees for assurance and related services by

our independent registered public accountant that are reasonably related to the performance of the audit or review of our financial

statements and are not reported above under “Audit Fees.”

The services for the fees disclosed under this category include

consultations concerning financial accounting and reporting standards.

This category consists of fees for professional services rendered by

our independent registered public accountant for tax compliance, tax advice, and tax planning.

This category consists of fees for services provided by our independent

registered public accountants other than the services described above.

Exhibits, Financial Statement Schedules

The following documents are filed as part of this Report:

The Financial Statements in Item 8 herein;

Index to the Financial Statements in Item 8 herein.

financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required

information is presented in the financial statements and notes thereto in Item 15 of Part IV below.

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference

can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at www.sec.gov .

This category consists of fees for professional services rendered by our principal independent registered public accountants for the audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal years.

This category consists of fees for assurance and related services by our independent registered public accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.

This category consists of fees for professional services rendered by our independent registered public accountant for tax compliance, tax advice, and tax planning.

This category consists of fees for services provided by our independent registered public accountants other than the services described above.

Exhibits, Financial Statement

(a) The following documents are

filed as part of this Report:

(1) The Financial

Statements in Item 8 herein;

to the Financial Statements in Item 8 herein.

All financial statement schedules are omitted because

they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements

and notes thereto in Item 15 of Part IV below.

We hereby file as part of this Report the exhibits

listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and copied at the public reference

facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained

from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at

Form 10-K Summary

1 unchanged sentence

EXHIBIT INDEX

List of Subsidiaries

Certification of

Principal Executive Officer, pursuant to 18 U.S.C.

Certificate of Incorporation of the Company, as amended (1)

Bylaws of the Company (1)

Transportation Service Agreement, dated May 18, 2016, between Hong Kong Wanjin Industry Co., Limited and the Company (1)

Transportation Service Agreement, dated May 22, 2016, between Yahong Business Limited and the Company (1)

Form of Subscription Agreement between the Company and the investor (2)

Subsidiaries of the Company (1)

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of

Principal Executive Officer, pursuant to 18 U.S.C.

Certification of Principal Financial Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of Principal Executive Officer, pursuant

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of

Principal Executive Officer, pursuant to 18 U.S.C.

Certification of Principal Financial Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

August 3, 2021

Chief Executive Officer (Principal Executive Officer)

and Chief Financial Officer

(1) Incorporated herein by reference

to the Company’s Form S-1 filed with the Securities and Exchange Commission on October 28, 2019.

Incorporated herein by reference to the Company’s Form S-1/A filed with the Securities and Exchange Commission on February 28, 2020.

In accordance with the requirements of the Exchange

Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PONY GROUP INC.

March 31, 2022

/s/ Wenxian Fan

Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer

(Principal Financial Officer)

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

Item 9A. Controls and Procedures