What changed in this filing

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Item 1A. Risk Factors

2023-04-11 compared with 2023-02-03 · 31 added, 29 removed, 1493 unchanged (4% of the section changed)

696 unchanged sentences

time, which could result in a material change in our operations and our common stock could decline in value or become worthless.

We are currently not required to obtain approval

from Chinese authorities to list on U.S exchanges, however, if our holding company or any of our PRC subsidiary were required to obtain

approval 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, continue to offer securities to investors, or materially affect the interest of the investors and cause significantly

depreciation of our price of common stock.

As advised by our PRC counsel, Beijing Haotai Law Firm, we currently have

not received any notice or administrative order which require the Company to obtain approval from Chinese authorities to list on U.S exchanges,

however, if our holding company or any of our PRC subsidiary were required to obtain approval 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, continue to offer securities

to investors, or materially affect the interest of the investors and cause significantly depreciation of our price of common stock.

The Chinese government has exercised and continues

254 unchanged sentences

permissions in the future.

We have determined that we and our

subsidiaries are not currently required to obtain any permission or approval 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, including business licenses, 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 and Hong Kong regulatory agencies, including the CSRC, if we fail to comply with such rules and

regulations or applicable laws, or if we inadvertently conclude future approvals

or permissions from the such regulatory agencies, including business licenses, are not required when they are.

As a result, such non-compliance 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.

Our operations in China are governed by PRC and Hong Kong laws and regulations.

As of the date of this report, as advised our PRC legal counsel, Beijing Haotai Law Firm, none of our nor our subsidiaries are currently

required to obtain any permission approval or business licenses from the CSRC, the CAC, the trading of our securities on the OTCQB and

the offering of our securities to foreign investors, or any other governmental agency that is required to approve our or our subsidiaries’

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.

As advised by our PRC counsel, 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

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.

Given the uncertainties of interpretation and implementation of

laws and regulations and the enforcement practice of government authorities, we may be required to obtain additional licenses, permits,

filings or approvals for the functions and services of our platform in the future.

For more detailed information, see “Item 1.

Business-Regulatory Permissions and Developments”

You may face difficulties in protecting your interests and exercising

539 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 1A. Risk Factors