What changed in this filing

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Item 1. Business

2023-02-03 compared with 2022-09-23 · 88 added, 81 removed, 414 unchanged (29% of the section changed)

19 unchanged sentences

The following diagram illustrates our corporate structure, including our subsidiaries as of the date of this Report:

Our holding company structure

presents unique risks as our investors may never directly hold equity interests in our Hong Kong or Shenzhen operating subsidiary and

will be dependent upon dividends and other distributions from our subsidiaries to finance our cash flow needs.

Our ability to receive

dividends and other contributions from our subsidiaries are significantly affected by regulations promulgated by Hong Kong and PRC authorities.

Our holding company structure presents unique

risks as our investors may never directly hold equity interests in our Hong Kong or Shenzhen operating subsidiary and will be dependent

upon dividends and other distributions from our subsidiaries to finance our cash flow needs.

We are, however, not a Chinese or Hong Kong

operating company but a United States holding company with operations conducted by our subsidiaries.

Our ability to receive dividends

and other contributions from our subsidiaries are significantly affected by regulations promulgated by Hong Kong and PRC authorities.

Any change in the interpretation of existing rules and regulations or the promulgation of new rules and regulations may materially affect

2 unchanged sentences

- Risks Related to Doing Business in China.”

Currently, PRC laws and regulations

do not prohibit direct foreign investment in our Hong Kong or Shenzhen operating subsidiary.

Nonetheless, in light of the recent statements

and regulatory actions by the PRC government, such as those related to Hong Kong’s national security, the promulgation of regulations

prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns,

we may be subject to the risks of uncertainty of any future actions of the PRC government in this regard, which would likely result in

a material change in our operations, including our ability to continue our existing holding company structure, carry on our current business,

accept foreign investments, and offer or continue to offer securities to our investors, and the resulting adverse change in value to our

common stock.

We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the China Securities

Regulatory Commission, or CSRC, if we fail to comply with such rules and regulations, which would likely adversely affect the ability

of the Company’s securities to continue to trade on the OTCQB, which would likely cause the value of our securities to significantly

decline or become worthless.

Currently, PRC laws and

regulations do not prohibit direct foreign investment in our Hong Kong or Shenzhen operating subsidiary.

Nonetheless, in light of

the recent statements and regulatory actions by the PRC government, such as those related to Hong Kong’s national security,

the promulgation of regulations prohibiting foreign ownership of Chinese companies operating in certain industries, which are

constantly evolving, and anti-monopoly concerns, we may be subject to the risks of uncertainty of any future actions of the PRC

government in this regard, which would likely result in a material change in our operations, including our ability to continue our

existing holding company structure, carry on our current business, accept foreign investments, and offer or continue to offer

securities to our investors, and the resulting adverse change in value to our common stock.

We may also be subject to penalties and

sanctions imposed by the PRC or Hong Kong regulatory agencies, including the China Securities Regulatory Commission, or CSRC, if we

fail to comply with such rules and regulations, which would likely adversely affect the ability of the Company’s securities to

continue to trade on the OTCQB, which would likely cause the value of our securities to significantly decline or become

The Holding Foreign Companies Accountable Act (the “HFCA Act”)

76 unchanged sentences

Risk Factors - Risks Related to Doing Business in China .”

We are aware that, recently, the PRC government

initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance

notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed

overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the

efforts in anti-monopoly enforcement.

For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee

and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and

promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities

to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed

overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

Also, on July 10, 2021,

the Cyberspace Administration of China (the “CAC”) issued a revised draft of the Measures for Cybersecurity Review for public

comments, or the Revised Draft, which required that, among others, in addition to “operator of critical information infrastructure”,

any “data processor” controlling personal information of no less than one million users (which to be further specified) which

seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered

when assessing the national security risks of the relevant activities.

Except for the Basic Law, national laws of the

PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation.

Except for the Basic Law, national laws of

the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation.

National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense

and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong.

National laws and regulations relating to

data protection, cybersecurity and anti-monopoly have not been listed in Annex III and do not apply directly to Hong Kong and, as such,

the CAC and CSRC do not currently have jurisdiction over companies operating in Hong Kong.

We have determined that we are not currently required

to obtain any permission or approval from the CSRC, the CAC or any other regulatory authority in the PRC for our operations, the trading

of our securities on the OTCQB and the offering of our securities to foreign investors.

The business of our Hong Kong subsidiary, Pony

HK is not subject to cybersecurity review with the CAC, given that PRC laws on data protection and cybersecurity do not currently apply

to Hong Kong.

Further, for our Shenzhen subsidiary, Universe Culture, and to the extent that if we become subject to such PRC laws in

the future, we do not believe we are required to conduct a cybersecurity review because (i) we do not possess a large amount of personal

information on more than one million users in our business operations;

and (ii) data processed in our business does not have a bearing

on national security and thus may not be classified as core or important data by the authorities.

However, our operations could be adversely

affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry, if we inadvertently

conclude that such approvals are not required when they are, or applicable laws, regulations, or interpretations change and we are required

to obtain approval in the future.

We may be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the CSRC,

if we fail to comply with such rules and regulations, which could adversely affect the ability of the Company’s securities to continue

to trade on the OTCQB, which may cause the value of our securities to significantly decline or become worthless.

National laws and regulations relating

to data protection, cybersecurity and anti-monopoly have not been listed in Annex III and do not apply directly to Hong Kong and, as

such, the CAC and CSRC do not currently have jurisdiction over companies operating in Hong Kong.

In addition, in light of the recent statements

and regulatory actions by the PRC government, such as those related to Hong Kong’s national security, the promulgation of regulations

prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns,

we may be subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that the PRC

government could disallow our holding company structure, which may result in a material change in our operations, including our ability

to continue our existing holding company structure, carry on our current business, accept foreign investments, and offer or continue to

offer securities to our investors.

These adverse actions could cause the value of our securities to significantly decline or become worthless.

There may be prominent risks associated with Pony

HK’s operations being in Hong Kong.

For example, as a U.S.-listed public company operating primarily in Hong Kong, we may face heightened

scrutiny, criticism and negative publicity, which could result in a material change in our operations and the value of our common stock.

Additionally, we are subject to certain legal and operational risks associated with our business operations in Hong Kong, which is subject

to political and economic influence from China.

PRC laws and regulations governing our current business operations are sometimes vague

and uncertain, and we may face the risk that changes in the policies of the PRC government could have a significant impact upon the business

we conduct in Hong Kong and the profitability of such business.

Therefore, these risks associated with having part of our operations in

Hong Kong could likely cause the value of our securities to significantly decline or be worthless.

Furthermore, these risks would likely

result in a material change in our business operations or a complete hinderance of our ability to offer or continue to offer our securities

to investors.

Furthermore, changes in Chinese internal regulatory mandates, such as the Regulations on Mergers and Acquisitions of Domestic

Enterprises by Foreign Investors (the “M&A Rules”), the Anti-Monopoly Law, the Cybersecurity Law and the Data Security

Law, may target the Company’s corporate structure and impact our ability to conduct business in Hong Kong and in Shenzhen, accept

foreign investments, or list on an U.S.

prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly

concerns, we may be subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk

that the PRC government could disallow our holding company structure, which may result in a material change in our operations, including

our ability to continue our existing holding company structure, carry on our current business, accept foreign investments, and offer

or continue to offer securities to our investors.

These adverse actions could cause the value of our securities to significantly decline

or become worthless.

We also have operations in mainland China through

our subsidiary Universe Travel and that the risks with regards to obtaining regulatory permissions equally apply to both our China and

Hong Kong operation.

We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate

business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities

market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures

to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

For example, on July 6, 2021, the

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

to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among

other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,

to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application

of the PRC securities laws.

Also, on July 10, 2021, the Cyberspace Administration of China (the “CAC”) issued a revised draft

of the Measures for Cybersecurity Review for public comments, or the Revised Draft, which required that, among others, in addition to

“operator of critical information infrastructure”, any “data processor” controlling personal information of no

less than one million users (which to be further specified) which seeks to list in a foreign stock exchange should also be subject to

cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant

We have also determined that we, and our

subsidiaries, are not currently required to obtain any permission approval or business licenses from the CSRC, the CAC or any other

regulatory authority in the PRC or in Hong Kong for our operations, the trading of our securities on the OTCQB and the offering of

our securities to foreign investors.

The business of our Hong Kong subsidiary, Pony HK is not subject to cybersecurity review with

the CAC, given that PRC laws on data protection and cybersecurity do not currently apply to Hong Kong.

Further, for our Shenzhen

subsidiary, Universe Travel, and to the extent that if we become subject to such PRC laws in the future, we do not believe we are

required to conduct a cybersecurity review because (i) we do not possess a large amount of personal information on more than one

million users in our business operations;

and (ii) data processed in our business does not have a bearing on national security and

thus may not be classified as core or important data by the authorities.

However, our operations could be adversely affected,

directly or indirectly, by future laws and regulations relating to our business or industry, if we inadvertently conclude that such

approvals or permissions are not required when they are, or applicable laws, regulations, or interpretations change and we are

required to obtain approvals or permissions in the future.

We may be subject to penalties and sanctions imposed by the PRC or Hong

Kong regulatory agencies, including the CSRC, if we fail to comply with such rules and regulations, which could adversely affect the

ability of the Company’s securities to continue to trade on the OTCQB, which may cause the value of our securities to

significantly decline or become worthless.

There may be prominent risks associated with

Pony HK’s operations being in Hong Kong and Universe Travel being the PRC.

For example, as a U.S.-listed public company with business

revenue derived primarily from our PRC-subsidiary, we may face heightened scrutiny, criticism and negative publicity, which could result

in a material change in our operations and the value of our common stock.

Additionally, Pony HK is subject to certain legal and operational

risks associated with our business operations in Hong Kong, which is subject to political and economic influence from China.

and regulations governing our current business operations are sometimes vague and uncertain, and we may face the risk that changes in

the policies of the PRC government could have a significant impact upon the business we conduct, through our subsidiaries Pony HK and

Universe Travel, in Shenzhen and in Hong Kong and the profitability of such business.

Therefore, these risks associated with having part

of our operations in Hong Kong could likely cause the value of our securities to significantly decline or be worthless.

these risks would likely result in a material change in our business operations or a complete hinderance of our ability to offer or continue

to offer our securities to investors.

In addition, changes in Chinese internal regulatory mandates, such as the Regulations on Mergers

and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), the Anti-Monopoly Law, the Cybersecurity

Law and the Data Security Law, may target the Company’s corporate structure and impact our and our subsidiaries’ ability

to conduct business in Hong Kong and in Shenzhen, accept foreign investments, or list on an U.S.

or other foreign exchange.

307 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-K/A

Item 1. Business