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Item 7. Management’s Discussion and Analysis

2023-02-03 compared with 2022-09-23 · 68 added, 59 removed, 209 unchanged (38% of the section changed)

27 unchanged sentences

HK, in Hong Kong and Universe Travel, in Shenzhen.

We may rely on dividends and other distributions on equity to be paid by our Hong Kong

or Shenzhen subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions

to our stockholders, to service any debt we may incur and to pay our operating expenses.

Currently, substantially all of our operations

are in Hong Kong from Pony HK and in Shenzhen from Universe Travel.

Pony HK is the parent of a wholly-owned subsidiary, Universe Travel

Culture & Technology Ltd., that is incorporated in the PRC.

We do not intend to set up any subsidiary or enter into any contractual

arrangements to establish a VIE structure with any entity in China.

Hong Kong is a special administrative region of the PRC and the basic

policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region of the People’s

Republic of China (the “Basic Law”), providing Hong Kong with a high degree of autonomy and executive, legislative and independent

judicial powers, including that of final adjudication under the principle of “one country, two systems”.

The laws and regulations

of the PRC do not currently have any material impact on transfer of cash either from us to Pony HK or from Pony HK to us and the investors

In addition, there are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar

or the Chinese Yuan into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S investors.

We are permitted under the

Delaware law to provide funding to our subsidiaries, including Pony HK and Universe Travel, through loans or capital contributions without

restrictions on the amount of the funds.

There are no restrictions or limitations on our ability to distribute earnings from our businesses,

including our subsidiaries, to the U.S.

Pony HK is permitted under the laws of Hong Kong to provide funding to Pony Group Inc,

the holding company incorporated in Hong Kong, and to Pony HK’s subsidiary, Universe Travel, a company incorporated in the PRC,

through dividend or other distribution without restrictions on the amount of the funds.

As of the date of this Report, there has been

no dividends or distributions between our holding company and our subsidiaries nor do we expect such dividends or distributions to occur

in the foreseeable future among our holding company and its subsidiaries.

Pony HK and Universe Travel

currently intend to retain all available funds and future earnings, if any, for the operation and expansion of its business and does not

anticipate declaring or paying any dividends in the foreseeable future.

There are no significant

restrictions and limitations on our ability to distribute earnings from our businesses, including our subsidiaries, to the parent company

investors or our ability to settle amounts owed.

There are no restrictions on foreign exchange or our ability to transfer cash

between entities within our group, across borders, or to U.S.

However, the PRC government has significant authority to intervene

or influence the China operations of an offshore holding company at any time, and such oversight may also extend to our Hong Kong operating

We cannot assure you that the PRC government will not prevent us from transferring the cash we maintain in Hong Kong outside

of Hong Kong, or restrict our ability to deploy our cash into business or to pay dividends.

We could also be subject to limitations on

the transfer or the use of our cash if we expand our business operations into China or conduct our operations in some other ways such

that we become subject to PRC laws that regulate these activities.

In addition, if Pony HK or Universe Travel incur debt on its

own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to

Any limitation on our ability to transfer or use our cash 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.

We have never paid or declared

any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.

The declaration of dividends

on any class of shares is within the discretion of our board of directors, subject to Delaware law, out of legally available funds, and

will depend on the assessment of, among other factors, earnings, capital requirements and our operating and financial condition.

determine to pay dividends on any of our capital stock in the future, we will be dependent on receipt of funds from our Hong Kong subsidiary,

None of our subsidiaries has made any dividends or distributions to us.

Under the current practice of the Inland Revenue Department

of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.

We currently do not rely on dividends and other distributions on equity to be paid

by our Hong Kong or Shenzhen subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends

and other cash distributions to our stockholders, to service any debt we may incur and to pay our operating expenses.

Currently, substantially

all of our operations are in Hong Kong from Pony HK and in Shenzhen from Universe Travel.

Pony HK is the parent of a wholly-owned subsidiary,

Universe Travel Culture & Technology Ltd., that is incorporated in the PRC.

We do not intend to set up any subsidiary or enter into

any contractual arrangements to establish a VIE structure with any entity in China.

Hong Kong is a special administrative region of the

PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region

of the People’s Republic of China (the “Basic Law”), providing Hong Kong with a high degree of autonomy and executive,

legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”.

The laws and regulations of the PRC do not currently have any material impact on any future transfer of cash either from us to Pony HK

or from Pony HK to us and the investors in the U.S.

In addition, there are no restrictions or limitations under the laws of Hong Kong

imposed on the conversion of Hong Kong dollar or the Chinese Yuan into foreign currencies and the remittance of currencies out of Hong

Kong or across borders and to U.S investors.

We are permitted under the Delaware law to provide funding to our subsidiaries,

including Pony HK and Universe Travel, through loans or capital contributions without restrictions on the amount of the funds.

no significant restrictions or limitations on our ability to distribute earnings from our businesses, including our subsidiaries, to the

Specifically, under PRC laws and regulations, Universe Travel is a wholly foreign-owned enterprise in China.

Universe Travel may pay dividends only out of its accumulated after-tax profits as determined in accordance with PRC accounting standards

and regulations.

In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax profits

each year, if any, to fund certain statutory reserve funds until the aggregate amount of such funds reaches 50% of its registered capital.

At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standards

to staff welfare and bonus funds.

These reserve funds and staff welfare and bonus funds are not distributable as cash dividends.

In addition, Pony HK is permitted under

the laws of Hong Kong to provide funding to Pony Group Inc, the holding company incorporated in Hong Kong, and to Pony HK’s subsidiary,

Universe Travel, a company incorporated in the PRC, through dividend or other distribution without restrictions on the amount of the funds.

Further, Pony HK and Universe Travel currently intend to retain all available funds and future earnings, if any, for the operation and

expansion of its business and does not anticipate declaring or paying any dividends in the foreseeable future As of the date of this Report,

there has been no dividends, distributions or cash transfer between our holding company and our subsidiaries nor do we expect such dividends,

distributions or cash transfers to occur in the foreseeable future among our holding company and its subsidiaries.

Accordingly, we currently

do not have, nor we anticipate to have in the future, cash management policies that dictate how funds are transferred between our holding

company and its subsidiaries.

Moreover, there are no restrictions on foreign exchange

or our ability to transfer cash between entities within our group, across borders, or to U.S.

However, the PRC government has

significant authority to intervene or influence the China operations of an offshore holding company at any time, and such oversight may

also extend to our Hong Kong operating company.

We cannot assure you that the PRC government will not prevent us from transferring the

cash we maintain in Hong Kong outside of Hong Kong, or restrict our ability to deploy our cash into business or to pay dividends.

also be subject to limitations on the transfer or the use of our cash if we expand our business operations into China or conduct our operations

in some other ways such that we become subject to PRC laws that regulate these activities.

In addition, if Pony HK or Universe Travel

incur debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other

distributions to us.

To the extent cash and/or assets in the business is in Pony HK or Universe Travel, the cash and/or assets may not

be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions

and limitations on our ability or on our subsidiaries by the PRC government to transfer such cash and/or assets.

As such, any limitation

on our ability to transfer or use our cash 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.

We have never paid or declared any cash dividends

on our common stock and do not anticipate paying cash dividends in the foreseeable future.

The declaration of dividends on any class

of shares is within the discretion of our board of directors, subject to Delaware law, out of legally available funds, and will depend

on the assessment of, among other factors, earnings, capital requirements and our operating and financial condition.

None of our subsidiaries

has made any dividends or distributions to us.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable

in Hong Kong in respect of dividends paid by us.

See “ Item 1A.

Risk Factors – Risks Related

to Our Business and Industry – We are not likely to pay cash dividends in the foreseeable future.

Risk Factors - Risks Related to Our Business and Industry - We

are not likely to pay cash dividends in the foreseeable future.

Plan of Operations

179 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 7. Management’s Discussion and Analysis