What changed in this filing

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Item 1A. Risk Factors

2024-03-28 compared with 2023-03-31 · 1084 added, 983 removed, 603 unchanged (77% of the section changed)

4 unchanged sentences

should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” and the consolidated financial statements and related notes in Part II, Item 8, “Financial Statements and

Supplementary Data” of this Form 10-K.

of Operations” and the consolidated financial statements and related notes in Part II, Item 8, “Financial Statements and Supplementary

Data” of this Form 10-K.

The business, financial condition and operating

5 unchanged sentences

In particular, our risks include, but are not limited to, the following:

Related to Our Business

are an early stage company with a limited operating history.

Our limited operating history may not provide an adequate basis to judge

our future prospects and results of operations.

face intense competition and could lose market share to our competitors, which could adversely affect our business, financial condition

and results of operations.

could be subject to claims from riders, drivers or third parties that are harmed whether or not our service or platform is in use, which

could adversely affect our business, brand, financial condition and results of operations.

rely on other third-party service providers and if such third parties do not perform adequately or terminate their relationships with

us, our costs may increase and our business, financial condition and results of operations could be adversely affected.

we are not able to successfully develop new offerings and enhance our existing offerings, our business, financial condition and results

of operations could be adversely affected.

failure to offer high-quality user support may harm our relationships with users and could adversely affect our reputation, brand, business,

financial condition and results of operations.

business could be adversely impacted by changes in the Internet and mobile device accessibility of users and unfavorable changes in or

our failure to comply with existing or future laws governing the Internet and mobile devices.

impact of any kind of epidemic, such as the coronavirus, on our operations, and the operations of the car fleet companies, may harm our

rely on mobile operating systems and application marketplaces to make our apps available to the drivers and riders on our platform, and

if we do not effectively operate with or receive favorable placements within such application marketplaces and maintain high rider reviews,

our usage or brand recognition could decline and our business, financial results and results of operations could be adversely affected.

depend on the interoperability of our platform across third-party applications and services that we do not control.

to protect or enforce our intellectual property rights could harm our business, financial condition and results of operations.

platform contains third-party open source software components, and failure to comply with the terms of the underlying open source software

licenses could restrict our ability to provide our offerings.

to maintain our reputation and brand image could negatively impact our business.

success is dependent on retaining key personnel who would be difficult to replace.

legal requirements associated with being a public company, including those contained in and issued under the Sarbanes-Oxley Act, may

make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of our business

and our ability to obtain listing of our common stock

we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately

or prevent fraud.

Any inability to report and file our financial results accurately and timely could harm our business and adversely

impact the trading price of our common stock.

as a public company requires us to incur substantial costs and requires substantial management attention.

In addition, key members of

our management team have limited experience managing a public company.

an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements, which could leave

our shareholders without information or rights available to shareholders of more mature companies.

we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth

company,” our financial statements may not be comparable to companies that comply with public company effective dates.

Risks Related to Our Business

We are an early stage company with a limited operating history.

Our limited operating history may not provide an adequate basis to judge our future prospects and results of operations.

We face intense competition and could lose market share to our competitors, which could adversely affect our business, financial condition and results of operations.

We could be subject to claims from riders, drivers or third parties that are harmed whether or not our service or platform is in use, which could adversely affect our business, brand, financial condition and results of operations.

We rely on other third-party service providers and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.

If we are not able to successfully develop new offerings and enhance our existing offerings, our business, financial condition and results of operations could be adversely affected.

Any failure to offer high-quality user support may harm our relationships with users and could adversely affect our reputation, brand, business, financial condition and results of operations.

Our business could be adversely impacted by changes in the Internet and mobile device accessibility of users and unfavorable changes in or our failure to comply with existing or future laws governing the Internet and mobile devices.

The impact of any kind of epidemic, such as the coronavirus, on our operations, and the operations of the car fleet companies, may harm our business.

We rely on mobile operating systems and application marketplaces to make our apps available to the drivers and riders on our platform, and if we do not effectively operate with or receive favorable placements within such application marketplaces and maintain high rider reviews, our usage or brand recognition could decline and our business, financial results and results of operations could be adversely affected.

We have significant customer concentration, with a limited number of customers accounting for a substantial portion of our revenues.

Failure to attract, grow and retain a diverse and balanced customer base could harm our business and operating results.

We depend on the interoperability of our platform across third-party applications and services that we do not control.

Failure to protect or enforce our intellectual property rights could harm our business, financial condition and results of operations.

Our platform contains third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to provide our offerings.

Failure to maintain our reputation and brand image could negatively impact our business.

Our success is dependent on retaining key personnel who would be difficult to replace.

The legal requirements associated with being a public company, including those contained in and issued under the Sarbanes-Oxley Act, may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of our business and our ability to obtain listing of our common stock

If we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately or prevent fraud.

Any inability to report and file our financial results accurately and timely could harm our business and adversely impact the trading price of our common stock.

Operating as a public company requires us to incur substantial costs and requires substantial management attention.

In addition, key members of our management team have limited experience managing a public company.

As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements, which could leave our shareholders without information or rights available to shareholders of more mature companies.

Because we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company,” our financial statements may not be comparable to companies that comply with public company effective dates.

Risks Related to Doing Business in China

in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and

results of operations and may result in our inability to sustain our growth and expansion strategies.

are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

PRC government exerts substantial influence over the manner in which we conduct our business activities.

The PRC government may also

intervene or influence our operations and this offering at any time, which could result in a material change in our operations and our

common stock could decline in value or become worthless.

Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.

There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

The PRC government exerts substantial influence over the manner in which we conduct our business activities.

The PRC government may also intervene or influence our operations and this offering at any time, which could result in a material change in our operations and our common stock could decline in value or become worthless.

The CSRC has enacted the draft rules for China-based companies seeking to conduct initial public offerings in foreign markets.

While such rules have not yet gone into effect and we have determined we are not subject to the measures, the CSRC may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our common stock to investors and could cause the value of our common stock to significantly decline or become worthless.

to make adequate contributions to various employee benefit plans and withhold individual income tax on employees’ salaries as required

by PRC regulations may subject us to penalties.

must remit the offering proceeds to China before they may be used to benefit our business in China, and we cannot assure that we can

finish all necessary governmental registration processes in a timely manner.

relations between the United States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may decrease.

fluctuation of the Renminbi may have a material adverse effect on your investment.

● Restrictions

on currency exchange may limit our ability to receive and use our revenue effectively.

PRC’s legal and judicial system may not adequately protect our business and operations and the rights of foreign investors.

our principal assets are located outside of the United States, it may be difficult for you to enforce your rights based on U.S.

securities laws against us or to enforce a U.S.

Failure to make adequate contributions to various employee benefit plans and withhold individual income tax on employees’ salaries as required by PRC regulations may subject us to penalties.

We must remit the offering proceeds to China before they may be used to benefit our business in China, and we cannot assure that we can finish all necessary governmental registration processes in a timely manner.

If relations between the United States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may decrease.

The fluctuation of the Renminbi may have a material adverse effect on your investment.

Restrictions on currency exchange may limit our ability to receive and use our revenue effectively.

The PRC’s legal and judicial system may not adequately protect our business and operations and the rights of foreign investors.

Because our principal assets are located outside of the United States, it may be difficult for you to enforce your rights based on U.S.

federal securities laws against us or to enforce a U.S.

court judgment against us or our operating subsidiaries in the PRC and in Hong Kong

operations could be adversely affected, directly or indirectly, by future PRC 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.

may face difficulties in protecting your interests and exercising your rights as our stockholder since we conduct the bulk of our operations

and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets

attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.

future development of national security laws and regulations in Hong Kong could materially impact our business by possibly triggering

sanctions and other measures which can cause economic harm to our business.

political and economic instability in Hong Kong may adversely impact our results of operations.

We may also 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.

Hong Kong and Shenzhen subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict

its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock.

Dividends payable to

our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.

Our operations could be adversely affected, directly or indirectly, by future PRC 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.

You may face difficulties in protecting your interests and exercising your rights as our stockholder since we conduct the bulk of our operations in China.

We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.

The future development of national

security laws and regulations in Hong Kong could materially impact our business by possibly triggering sanctions and other measures

which can cause economic harm to our business.

Changes in the political and

economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations

and may result in our inability to sustain our growth and expansion strategies.

are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

The PRC government exerts substantial

influence over the manner in which we conduct our business activities.

The PRC government may also intervene or influence our operations

and this offering at any time, which could result in a material change in our operations and our common stock could decline in value

or become worthless.

The CSRC has enacted the draft

rules for China-based companies seeking to conduct initial public offerings in foreign markets.

While such rules have not yet gone

into effect and we have determined we are not subject to the measures, the CSRC may exert more oversight and control over offerings

that are conducted overseas and foreign investment in China-based issuers, which could significantly limit or completely hinder our

ability to offer or continue to offer our common stock to investors and could cause the value of our common stock to significantly

decline or become worthless.

Failure to make adequate contributions

to various employee benefit plans and withhold individual income tax on employees’ salaries as required by PRC regulations

may subject us to penalties.

We must remit the offering

proceeds to China before they may be used to benefit our business in China, and we cannot assure that we can finish all necessary

governmental registration processes in a timely manner.

If relations between the United

States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may decrease.

The fluctuation of the Renminbi

may have a material adverse effect on your investment.

Restrictions on currency exchange

may limit our ability to receive and use our revenue effectively.

The PRC’s legal and judicial

system may not adequately protect our business and operations and the rights of foreign investors.

Because our principal assets

are located outside of the United States, it may be difficult for you to enforce your rights based on U.S.

federal securities laws

against us or to enforce a U.S.

court judgment against us or our operating subsidiaries in the PRC and in Hong Kong

Our operations could be adversely

affected, directly or indirectly, by future PRC 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.

You may face difficulties in

protecting your interests and exercising your rights as our stockholder since we conduct the bulk of our operations in China.

We and our shareholders face

uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a

Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.

The future development of national security laws and regulations in Hong Kong could materially impact our business by possibly triggering sanctions and other measures which can cause economic harm to our business.

Potential political and economic instability in Hong Kong may adversely impact our results of operations.

We may also 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.

Our Hong Kong and Shenzhen subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock.

Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.

Holding Foreign Companies Accountable Act, or the HFCAA, and the related regulations are evolving quickly.

Further implementations and interpretations of our amendments to the HFCAA or the related regulations, or a PCAOB’s determination of its lack of sufficient access to inspect our auditor, might pose regulatory risks to and impose restrictions on us because of our operations in mainland China that PCAOB may not be able to inspect or investigate completely such audit documentation and, as such, you may be deprived of the benefits of such inspection and our ordinary share could be delisted from the stock exchange pursuant to the HFCAA.

Related to Our Common Stock

majority stockholders will control our company for the foreseeable future, including the outcome of matters requiring shareholder approval.

public market for our common stock currently exists, and an active trading market may not develop or be sustained following this offering.

we believe our revenues and cash on hand are adequate to meet our immediate needs, we may require additional funding in order to progress

our business in the future.

If we are unable to raise additional capital, we could be forced to delay, reduce or eliminate portions of

our business.

Risks Related to Our Common Stock

Our majority stockholders will control our company for the foreseeable future, including the outcome of matters requiring shareholder approval.

No public market for our common stock currently exists, and an active trading market may not develop or be sustained following this offering.

While we believe our revenues and cash on hand are adequate to meet our immediate needs, we may require additional funding in order to progress our business in the future.

If we are unable to raise additional capital, we could be forced to delay, reduce or eliminate portions of our business.

There is substantial doubt about our ability to continue as a going concern.

additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies

or product candidates.

if our common stock becomes publicly-traded and an active trading market develops, the market price for our common stock may be volatile.

common stock may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise

money or otherwise desire to liquidate your shares.

common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may

make it more difficult to sell.

sales practice requirements may also limit your ability to buy and sell shares of our common stock, which could depress the price of

shares of our common stock.

may face significant restrictions on the resale of your shares of our common stock due to state “blue sky” laws.

future sales under Rule 144 may depress the market price for the common stock.

in our common stock price may subject us to securities litigation.

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

Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

Even if our common stock becomes publicly-traded and an active trading market develops, the market price for our common stock may be volatile.

Our common stock may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Our common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

FINRA sales practice requirements may also limit your ability to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

You may face significant restrictions on the resale of your shares of our common stock due to state “blue sky” laws.

Potential future sales under Rule 144 may depress the market price for the common stock.

Volatility in our common stock price may subject us to securities litigation.

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

investors may experience difficulties in attempting to effect a service of process and enforce judgments based upon U.S.

Federal Securities

Laws against the company and its non U.S.

Federal Securities Laws against the company and its non U.S.

resident officer and director.

Company is selling shares without an underwriter and may not be able to sell all or any of the shares offered herein.

exclusive forum provision in our subscription agreement may have the effect of limiting a purchaser’s ability to bring legal action

against the company and could limit a purchaser’s ability to obtain a favorable judicial forum for disputes.

in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result

in less favorable outcomes to the plaintiff(s) in any such action.

The Company is selling shares without an underwriter and may not be able to sell all or any of the shares offered herein.

The exclusive forum provision in our subscription agreement may have the effect of limiting a purchaser’s ability to bring legal action against the company and could limit a purchaser’s ability to obtain a favorable judicial forum for disputes.

Purchasers in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

of the following factors, as well as other factors affecting the Company’s financial condition and operating results, past financial

performance should not be considered to be a reliable indicator of future performance, and investors should not use historical

trends to anticipate results or trends in future periods.

Our majority stockholders will

control our company for the foreseeable future, including the outcome of matters requiring shareholder approval.

No public market for our common

stock currently exists, and an active trading market may not develop or be sustained following this offering.

While we believe our revenues

and cash on hand are adequate to meet our immediate needs, we may require additional funding in order to progress our business in

If we are unable to raise additional capital, we could be forced to delay, reduce or eliminate portions of our business.

There is substantial doubt

about our ability to continue as a going concern.

Raising additional capital

may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product

Even if our common stock becomes

publicly-traded and an active trading market develops, the market price for our common stock may be volatile.

Our common stock may be thinly

traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise

desire to liquidate your shares.

Our common stock may be considered

a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to

FINRA sales practice requirements

may also limit your ability to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

You may face significant restrictions

on the resale of your shares of our common stock due to state “blue sky” laws.

Potential future sales under

Rule 144 may depress the market price for the common stock.

Volatility in our common stock

price may subject us to securities litigation.

We are not likely to pay cash

dividends in the foreseeable future.

investors may experience

difficulties in attempting to effect a service of process and enforce judgments based upon U.S.

Federal Securities Laws against the

company and its non U.S.

resident officer and director.

The Company is selling shares

without an underwriter and may not be able to sell all or any of the shares offered herein.

The exclusive forum provision

in our subscription agreement may have the effect of limiting a purchaser’s ability to bring legal action against the company

and could limit a purchaser’s ability to obtain a favorable judicial forum for disputes.

Purchasers in this offering

may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable

outcomes to the plaintiff(s) in any such action.

of the following factors, as well as other factors affecting the Company’s financial condition and operating results, past financial

performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends

to anticipate results or trends in future periods.

Our majority stockholders will

control our company for the foreseeable future, including the outcome of matters requiring shareholder approval.

No public market for our common

stock currently exists, and an active trading market may not develop or be sustained following this offering.

While we believe our revenues

and cash on hand are adequate to meet our immediate needs, we may require additional funding in order to progress our business in

If we are unable to raise additional capital, we could be forced to delay, reduce or eliminate portions of our business.

There is substantial doubt

about our ability to continue as a going concern.

Raising additional capital

may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product

Even if our common stock becomes

publicly-traded and an active trading market develops, the market price for our common stock may be volatile.

Our common stock may be thinly

traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise

desire to liquidate your shares.

Our common stock may be considered

a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to

FINRA sales practice requirements

may also limit your ability to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

You may face significant restrictions

on the resale of your shares of our common stock due to state “blue sky” laws.

Potential future sales under

Rule 144 may depress the market price for the common stock.

Volatility in our common stock

price may subject us to securities litigation.

We are not likely to pay cash

dividends in the foreseeable future.

investors may experience

difficulties in attempting to effect a service of process and enforce judgments based upon U.S.

Federal Securities Laws against the

company and its non U.S.

resident officer and director.

The Company is selling shares

without an underwriter and may not be able to sell all or any of the shares offered herein.

The exclusive forum provision

in our subscription agreement may have the effect of limiting a purchaser’s ability to bring legal action against the company

and could limit a purchaser’s ability to obtain a favorable judicial forum for disputes.

Purchasers in this offering

may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable

outcomes to the plaintiff(s) in any such action.

of the following factors, as well as other factors affecting the Company’s financial condition and operating results, past financial

performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends

to anticipate results or trends in future periods.

Risks Related to Our Business

11 unchanged sentences

competitors, which could adversely affect our business, financial condition and results of operations.

The market for car services is intensely competitive

and characterized by rapid changes in technology, shifting rider needs and frequent introductions of new services and offerings.

competition to continue, both from current competitors and new entrants in the market that may be well-established and enjoy greater resources

or other strategic advantages.

If we are unable to anticipate or react to these competitive challenges, our competitive position could

weaken, or fail to improve, and we could experience a decline in revenue or growth stagnation that could adversely affect our business,

financial condition and results of operations.

market for car services is intensely competitive and characterized by rapid changes in technology, shifting rider needs and frequent introductions

of new services and offerings.

We expect competition to continue, both from current competitors and new entrants in the market that may

be well-established and enjoy greater resources or other strategic advantages.

If we are unable to anticipate or react to these competitive

challenges, our competitive position could weaken, or fail to improve, and we could experience a decline in revenue or growth stagnation

that could adversely affect our business, financial condition and results

of operations.

Our main competitors in mainland China and Hong

1 unchanged sentence

(Shenzhen) Travel Services Co., Ltd.

Certain of our competitors have greater financial,

technical, marketing, research and development, manufacturing and other resources, greater name recognition, longer operating histories

or a larger user base than we do.

They may be able to devote greater resources to the development, promotion and sale of offerings and

offer lower prices than we do, which could adversely affect our results of operations.

Further, they may have greater resources to deploy

towards the research, development and commercialization of new technologies, or they may have other financial, technical or resource advantages.

These factors may allow our competitors to derive greater revenue and profits from their existing user bases, attract and retain new qualified

drivers and new riders at lower costs or respond more quickly to new and emerging technologies and trends.

Our current and potential competitors

may also establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources

and offerings.

of our competitors have greater financial, technical, marketing, research and development, manufacturing and other resources, greater

name recognition, longer operating histories or a larger user base than we do.

They may be able to devote greater resources to the development,

promotion and sale of offerings and offer lower prices than we do, which could adversely affect our results of operations.

Further, they

may have greater resources to deploy towards the research, development and commercialization of new technologies, or they may have other

financial, technical or resource advantages.

These factors may allow our competitors to derive greater revenue and profits from their

existing user bases, attract and retain new qualified drivers and new riders at lower costs or respond more quickly to new and emerging

technologies and trends.

Our current and potential competitors may also establish cooperative or strategic relationships amongst themselves

or with third parties that may furt her enhance their resources and offerings.

We believe that our ability to compete effectively

depends upon many factors both within and beyond our control, including:

● the popularity, utility, ease

of use, performance and reliability of our offerings compared to those of our competitors;

● our reputation and brand strength

relative to our competitors;

the popularity, utility, ease of use, performance and reliability of our offerings compared to those of our competitors;

our reputation and brand strength relative to our competitors;

the prices of our offerings and the fees we charge drivers on our platform;

8 unchanged sentences

financial condition and results of operations could be adversely affected.

We could be subject to claims from riders,

drivers or third parties that are harmed whether or not our service or platform is in use, which could adversely affect our business,

brand, financial condition and results of operations.

our ability to establish and

maintain relationships with partners;

changes mandated by, or that we elect to make, to address,

legislation, regulatory authorities or litigation, including settlements, judgments, injunctions and consent decrees;

our ability to attract, retain and motivate talented

our ability to raise additional capital;

acquisitions or consolidation within our industry.

we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.

our ability to establish and maintain relationships

with partners;

changes mandated by, or that we elect to make, to address,

legislation, regulatory authorities or litigation, including settlements, judgments, injunctions and consent decrees;

our ability to attract, retain and motivate talented

our ability to raise additional capital;

acquisitions or consolidation within our industry.

we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.

We could be subject

to claims from riders, drivers or third parties that are harmed whether or not our service or platform is in use, which could adversely

affect our business, brand, financial condition and results of operations.

We could be subject to claims, lawsuits, investigations

13 unchanged sentences

Our success depends in part on our relationships

with other third-party service providers, such as Hong Kong Wanjin Industry Co., Limited and Yahong Business Limited.

Further, from time

to time, we enter into collaboration arrangement in connection with car fleets and drivers.

If any of our partners terminates its relationship

with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may

not be able to secure similar terms or replace such providers in an acceptable timeframe.

We also rely on other software and services

supplied by third parties, such as communications and internal software, and our business may be adversely affected to the extent such

software and services do not meet our expectations, contain errors or vulnerabilities, are compromised or experience outages.

risks could increase our costs and adversely affect our business, financial condition and results of operations.

Further, any negative

publicity related to any of our third-party partners, including any publicity related to quality standards or safety concerns, could adversely

affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

with other third-party service providers, such as CHANGYING BUSINESS LIMITED and Huatai

travel co., Ltd.

Further, from time to time, we enter into collaboration arrangement in connection with car fleets and drivers.

of our partners terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would

need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable timeframe.

We also rely on other software and services supplied by third parties, such as communications and internal software, and our business

may be adversely affected to the extent such software and services do not meet our expectations, contain errors or vulnerabilities, are

compromised or experience outages.

Any of these risks could increase our costs and adversely affect our business, financial condition

and results of operations.

Further, any negative publicity related to any of our third-party partners, including any publicity related

to quality standards or safety concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory

or litigation exposure.

If we are not able to successfully develop

new offerings and enhance our existing offerings, our business, financial condition and results of operations could be adversely affected.

Our ability to attract new riders, retain existing

riders and increase utilization of our offerings will depend in part on our ability to successfully create and introduce new offerings

and to improve upon and enhance our existing offerings.

As a result, we may introduce significant changes to our existing offerings or

develop and introduce new and unproven offerings.

Furthermore, new rider demands regarding service, the availability of superior competitive

offerings or a deterioration in the quality of our offerings or our ability to bring new or enhanced offerings to market quickly and efficiently

could negatively affect the attractiveness of our service and the economics of our business and require us to make substantial changes

to and additional investments in our offerings or our business model.

In addition, we frequently experiment with and test different offerings

and marketing strategies.

If these experiments and tests are unsuccessful, or if the offerings and strategies we introduce based on the

results of such experiments and tests do not perform as expected, our ability to attract new qualified drivers and new riders, retain

existing qualified drivers and existing riders and maintain or increase utilization of our offerings may be adversely affected.

Developing and launching new offerings or enhancements

to the existing offerings involves significant risks and uncertainties, including risks related to the reception of such offerings by

existing and potential future riders, increases in operational complexity, unanticipated delays or challenges in implementing such offerings

or enhancements, increased strain on our operational and internal resources (including an impairment of our ability to accurately forecast

rider demand) and negative publicity in the event such new or enhanced offerings are perceived to be unsuccessful.

We have scaled our

business rapidly, and significant new initiatives have in the past resulted in, and in the future may result in, operational challenges

affecting our business.

In addition, developing and launching new offerings and enhancements to our existing offerings may involve significant

upfront capital investments and such investments may not generate return on investment.

Any of the foregoing risks and challenges could

negatively impact our ability to attract and retain qualified drivers and riders, our ability to increase utilization of our offerings

and our visibility into expected results of operations, and could adversely affect our business, financial condition and results of operations.

Additionally, since we are focused on building our community and ecosystems for the long-term, our near-term results of operations may

be impacted by our investments in the future.

ability to attract new riders, retain existing riders and increase utilization of our offerings will depend in part on our ability to

successfully create and introduce new offerings and to improve upon and enhance our existing offerings.

As a result, we may introduce

significant changes to our existing offerings or develop and introduce new and unproven offerings.

Furthermore, new rider demands regarding

service, the availability of superior competitive offerings or a deterioration in the quality of our offerings or our ability to bring

new or enhanced offerings to market quickly and efficiently could negatively affect the attractiveness of our service and the economics

of our business and require us to make substantial changes to and additional investments in our offerings or our business model.

we frequently experiment with and test different offerings and marketing strategies.

If these experiments and tests are unsuccessful,

or if the offerings and strategies we introduce based on the resu lts of such experiments and tests do not perform as expected,

our ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and maintain or increase

utilization of our offerings may be adversely affected.

and launching new offerings or enhancements to the existing offerings involves significant risks and uncertainties, including risks related

to the reception of such offerings by existing and potential future riders, increases in operational complexity, unanticipated delays

or challenges in implementing such offerings or enhancements, increased strain on our operational and internal resources (including an

impairment of our ability to accurately forecast rider demand) and negative publicity in the event such new or enhanced offerings are

perceived to be unsuccessful.

We have scaled our business rapidly, and significant new initiatives have in the past resulted in, and in

the future may result in, operational challenges affecting our business.

In addition, developing and launching new offerings and enhancements

to our existing offerings may involve significant upfront capital investments and such investments may not generate return on investment.

Any of the foregoing risks and challenges could negati vely impact our ability to attract and retain qualified drivers and riders,

our ability to increase utilization of our offerings and our visibility into expected results of operations, and could adversely affect

our business, financial condition and results of operations.

Additionally, since

we are focused on building our community and ecosystems for the long-term, our near-term results of operations may be impacted by our

investments in the future.

Any failure to offer high-quality user

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of operations.

Our ability to attract and retain riders is dependent

in part on the ease and reliability of our offerings, including our ability to provide high-quality support.

Our customers depend on our

support organization to resolve any issues relating to our offerings, such as being overcharged for a ride, leaving something in a driver’s

vehicle or reporting a safety incident.

Our ability to provide effective and timely support is largely dependent on our ability to attract

and retain service providers who are qualified to support users and sufficiently knowledgeable regarding our offerings.

As we continue

to grow our business and improve our offerings, we will face challenges related to providing quality support services at scale.

grow our international rider base, our support organization will face additional challenges, including those associated with delivering

support in languages other than Chinese.

Any failure to provide efficient user support, or a market perception that we do not maintain

high-quality support, could adversely affect our reputation, brand, business, financial condition and results of operations.

ability to attract and retain riders is dependent in part on the ease and reliability of our offerings, including our ability to provide

high-quality support.

Our customers depend on our support organization to resolve any issues relating to our offerings, such as being

overcharged for a ride, leaving something in a driver’s vehicle or reporting a safety incident.

Our ability to provide effective

and timely support is largely dependent on our ability to attract and retain service providers who are qualified to support users and

s ufficiently knowledgeable regarding our offerings.

As we continue to

grow our business and improve our offerings, we will face challenges related to providing quality support services at scale.

our international rider base, our support organization will face additional challenges, including those associated with delivering support

in languages other than Chinese.

Any failure to provide efficient user support, or a market perception that we do not maintain high-quality

s upport, could adversely affect our reputation, brand, business, financial condition

and results of operations.

Systems failures and resulting interruptions

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results of operations.

The impact of any kind of epidemic, such as the coronavirus,

on our operations, and the operations of the car fleet companies, may harm our business.

Our business could be adversely affected by the

outbreaks of epidemics in China and globally, such as the Corona Virus Disease 2019, or COVID-19 originated in Wuhan, China, Ebola virus

disease, H1N1 flu, H7N9 flu, avian flu, Severe Acute Respiratory Syndrome, or SARS, or other epidemics.

Past occurrences of epidemics

have caused different degrees of damage to the national and local economies.

A recurrence of an outbreak of any kind of epidemic could

cause a slowdown in the levels of economic activity generally, which may adversely affect our business, financial condition and results

of operations.

Should major public health issues, including pandemics, arise, we could be adversely affected by more stringent travel

restrictions, additional limitations in car services and governmental actions limiting the movement of people between regions.

Moreover, we are subject to a number of laws and

regulations specifically governing the Internet and mobile devices that are constantly evolving.

Existing and future laws and regulations,

or changes thereto, may impede the growth and availability of the Internet and online offerings, require us to change our business practices

or raise compliance costs or other costs of doing business.

These laws and regulations, which continue to evolve, cover taxation, privacy

and data protection, pricing, copyrights, distribution, mobile and other communications, advertising practices, consumer protections,

the provision of online payment services, unencumbered Internet access to our offerings and the characteristics and quality of online

offerings, among other things.

Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in

damage to our reputation and brand a loss in business and proceedings or actions against us by governmental entities or others, which

could adversely impact our results of operations.

we are subject to a number of laws and regulations specifically governing the Internet and mobile devices that are constantly evolving.

Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the Internet and online offerings,

require us to change our business practices or raise compliance costs or other costs of doing business.

These laws and regulations, which

continue to evolve, cover taxation, privacy and data protection, pricing, copyrights, distribution, mobile and other communicati ons,

advertising practices, consumer protections, the provision of online payment services, unencumbered Internet access to our offerings and

the characteristics and quality of online offerings, among other things.

Any failure, or perceived failure, by us to comply with any of

these laws or regulations could result in damage to our reputation and brand a loss in business and proceedings or actions against us

by governmental entities or others, which could adversely impact our results of operations.

We rely on mobile operating systems

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could decline and our business, financial results and results of operations could be adversely affected.

We depend in part on mobile operating systems,

such as Android and iOS, and their respective application marketplaces to make our apps available to the drivers and riders on our

Any changes in such systems and application marketplaces that degrade the functionality of our apps or give preferential treatment

to our competitors’ apps could adversely affect our platform’s usage on mobile devices.

If such mobile operating systems or

application marketplaces limit or prohibit us from making our apps available to drivers and riders, make changes that degrade the functionality

of our apps, increase the cost of using our apps, impose terms of use unsatisfactory to us or modify their search or ratings algorithms

in ways that are detrimental to us, or if our competitors’ placement in such mobile operating systems’ application marketplace

is more prominent than the placement of our apps, overall growth in our rider or driver base could slow.

Our apps have experienced fluctuations

in number of downloads in the past, and we anticipate similar fluctuations in the future.

Any of the foregoing risks could adversely affect

our business, financial condition and results of operations.

As new mobile devices and mobile platforms are

released, there is no guarantee that certain mobile devices will continue to support our platform or effectively roll out updates to our

Additionally, in order to deliver high-quality apps, we need to ensure that our offerings are designed to work effectively with

a range of mobile technologies, systems, networks and standards.

We may not be successful in developing or maintaining relationships with

key participants in the mobile industry that enhance drivers’ and riders’ experience.

If drivers or riders on our platform

encounter any difficulty accessing or using our apps on their mobile devices or if we are unable to adapt to changes in popular mobile

operating systems, our business, financial condition and results of operations could be adversely affected.

depend in part on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make

our apps available to the drivers and riders on our platform.

Any changes in such systems and application marketplaces that degrade the

functionality of our apps or give preferential treatment to our competitors’ apps could adversely affect our platform’s usage

on mobile devices.

If such mobile operating systems or application marketplaces limit or prohibit us from making our apps available to

drivers and riders, make changes that degrade the functionality of our apps, increase the cost of using our apps, impose terms of use

unsatisfactory to us or modify their search or ratings algorithms in ways that are detrimental to us, or if our competitors’ placement

in such mobile operating systems’ application marketplace is more prominent than the placement of our apps, overall growth in our

rider or driver base could slow.

Our apps have experienced fluctuations in number of downloads in the past, and we anticipate similar

fluctuations in the future.

Any of the foregoing risks could adversely affect our business, financial condition

and results of operations.

new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support our platform

or effectively roll out updates to our apps.

Additionally, in order to deliver high-quality apps, we need to ensure that our offerings

are designed to work effectively with a range of mobile technologies, systems, networks and standards.

We may not be successful in developing

or maintaining relationships with key participants in the mobile industry that enhance drivers’ and riders’ experience.

drivers or riders on our platform encounter any difficulty accessing or using our apps on their mobile devices or if we are unable to

adapt to changes in popular mobile operating sys tems, our business, financial condition

and results of operations could be adversely affected.

We depend on the interoperability of

our platform across third-party applications and services that we do not control.

We have integrations with AutoNavi Maps (also known

as Gaode Maps) and a variety of other productivity, collaboration, travel, data management and security vendors.

As our offerings expand

and evolve, including as we develop autonomous technology, we may have an increasing number of integrations with other third-party applications,

products and services.

Third-party applications, products and services are constantly evolving, and we may not be able to maintain or

modify our platform to ensure its compatibility with third-party offerings following development changes.

As our mobile application and

respective products evolve, we expect the types and levels of competition to increase.

Should any of our competitors or technology partners

modify their products, standards or terms of use in a manner that degrades the functionality or performance of our platform or is otherwise

unsatisfactory to us or gives preferential treatment to competitive products or services, our products, platform, business, financial

condition and results of operations could be adversely affected.

have integrations with AutoNavi Maps (also known as Gaode Maps) and a variety of other productivity, collaboration, travel, data management

and security vendors.

As our offerings expand and evolve, including as we develop autonomous technology, we may have an increasing number

of integrations with other third-party applications, products and services.

Third-party applications, products and services are constantly

evolving, and we may not be able to maintain or modify our platform to ensure its compatibility with third-party offerings following development

As our mobile application and respective products evolve, we expect the types and levels of competition to increase.

of our competitors or technology partners modify their products, standards or terms of use in a manner that degrades the functionality

or performance of our platform or is otherwise unsatisfactory to us or gives preferential treatment to competitive products or services,

our products, platform, business, financial condit ion and results of operations could be adversely affected.

have significant customer concentration, with a limited number of customers accounting for a substantial portion of our revenues.

to attract, grow and retain a diverse and balanced customer base could harm our business and operating results.

We have a limited number of

customers that account for a substantial portion of our revenues, which carries risks.

Three of our customers, accounted for approximately

54% of our revenues for the year ended December 31, 2023.

It is not possible for us to predict the level of demand that will be generated

by any of these customers in the future.

In addition, revenues from these larger customers may fluctuate from time to time based on these

customers’ business needs and customer experience, the timing of which may be affected by market conditions or other factors outside

of our control.

These customers could also potentially pressure us to reduce the prices we charge, which could have an adverse effect

on our margins and financial position and could negatively affect our revenues and results of operations.

However, there is no assurance

that if any of our large customers terminates their relationship with us or materially reduces the services they acquire from us, such

termination or reduction could negatively affect our revenues and results of operations.

Our ability to attract, grow

and retain a diverse and balanced customer base may affect our ability to maximize our revenues.

Our ability to attract customers depends

on a variety of factors, including our service offerings.

If we are unable to develop or improve our service offerings, we may fail to

develop, grow and retain a diverse and balanced customer base, which would adversely affect our business, financial condition and results

of operations.

Failure to protect or enforce our intellectual property rights

could harm our business, financial condition and results of operations.

Our success is dependent in part upon

protecting our intellectual property rights and technology (such as code, information, data, processes and other forms of information,

knowhow and technology), or intellectual property.

We rely on a combination of patents, copyrights, trademarks, service marks, trade secret

laws and contractual restrictions to establish and protect our intellectual property.

However, the steps we take to protect our intellectual

property may not be sufficient or effective.

Even if we do detect violations, we may need to engage in litigation to enforce our rights.

Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert management attention.

While we take precautions designed to protect our intellectual property, it may still be possible for competitors and other unauthorized

third parties to copy our technology and use our proprietary information to create or enhance competing solutions and services, which

could adversely affect our position in our rapidly evolving and highly competitive industry.

We may be required to spend significant

resources in order to monitor and protect our intellectual property rights, and some violations may be difficult or impossible to detect.

Litigation to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could

result in the impairment or loss of portions of our intellectual property.

Our efforts to enforce our intellectual property rights may

be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights.

inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of

our management’s attention and resources, could impair the functionality of our platform, delay introductions of enhancements to

our platform, result in our substituting inferior or more costly technologies into our platform or harm our reputation or brand.

we may be required to license additional technology from third parties to develop and market new offerings or platform features, which

may not be on commercially reasonable terms or at all and could adversely affect our ability to compete.

success is dependent in part upon protecting our intellectual property rights and technology (such as code, information, data, processes

and other forms of information, knowhow and technology), or intellectual property.

We rely on a combination of patents, copyrights,

trademarks, service marks, trade secret laws and contractual restrictions to establish and protect our intellectual property.

the steps we take to protect our intellectual property may not be sufficient or effective.

Even if we do detect violations, we may need

to engage in litigation to enforce our rights.

Any enforcement efforts we undertake, including litigation, could be time-consuming and

expensive and could divert management attention.

While we take precautions designed to protect our intellectual property, it may still

be possible for competitors and other unauthorized third parties to copy our technology and use our proprietary information to create

or enhance competing solutions and services, which could adversely affect our position in our rapidly evolving and highly competitive

may be required to spend significant resources in order to monitor and protect our intellectual property rights, and some violations may

be difficult or impossible to detect.

Litigation to protect and enforce our intellectual property rights could be costly, time-consuming

and distracting to management and could result in the impairment or loss of portions of our intellectual property.

Our efforts to enforce

our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of

our intellectual property rights.

Our inability to protect our proprietary technology against unauthorized copying or use, as well as

any costly litigation or diversion of our management’s attention and resources, could impair the functio nality of our platform,

delay introductions of enhancements to our platform, result in our substituting inferior or more costly technologies into our platform

or harm our reputation or brand.

In addition, we may be required to license additional technology from third parties to develop and market

new offerings or platform features, which may not be on commercially reasonable terms or at all and could adversely affect our ability

Our industry has also been subject to

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software may make it easier for others to compromise our platform.

Some open source licenses contain requirements

that we make available source code for modifications or derivative works we create based upon the type of open source software we use,

or grant other licenses to our intellectual property.

If we combine our proprietary software with open source software in a certain manner,

we could, under certain open source licenses, be required to release the source code of our proprietary software to the public.

allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our

competitive advantages.

Alternatively, to avoid the public release of the affected portions of our source code, we could be required to

expend substantial time and resources to re-engineer some or all of our software.

If we are held by the court to have breached

or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability,

or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible,

to re-engineer our platform, to discontinue or delay the provision of our offerings if re-engineering could not be

accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely

affect our business, financial condition and results of operations.

Some open source

licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type

of open source software we use, or grant other licenses to our intellectual property.

If we combine our proprietary software with open

source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary

software to the public.

This would allow our competitors to create similar offerings with lower development effort and time and ultimately

could result in a loss of our competitive advantages.

Alternatively, to avoid the public release of the affected portions of our source

code, we could be required to expend substantial time and resources to re-engineer some or all of our software.

If we are held

by the court to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could

face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on

terms that are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our offerings

if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary

code, any of which could adversely affect our business, financial condition and results of operations.

Our business and results of operations

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and directors, which could adversely affect the management of our business and our ability to obtain listing of our common stock .

We may be unable to attract and retain

qualified officers and directors necessary to provide for our effective management because of the rules and regulations that govern publicly

listed companies, including, but not limited to, certifications by principal executive officers.

Currently, our Chief Executive Officer

does not have extensive experience in operating a U.S.

may be unable to attract and retain qualified officers and directors necessary to provide for our effective management because of the

rules and regulations that govern publicly listed companies, including, but not limited to, certifications by principal executive officers.

our Chief Executive Officer does not have extensive experience in operating a U.S.

public company.

Moreover, the actual and perceived personal risks associated with

compliance with the Sarbanes-Oxley Act and other public company requirements may deter qualified individuals from accepting roles as directors

and executive officers.

Moreover, the actual and perceived

personal risks associated with compliance with the Sarbanes-Oxley Act and other public company requirements may deter qualified individuals

from accepting roles as directors and executive officers.

At present, we do not maintain an independent board of directors.

Further, the requirements for board

or committee membership, particularly with respect to an individual’s independence and level of experience in finance and accounting

matters, may make it difficult to attract and retain qualified board members going forward.

If we are unable to attract and

retain qualified officers and directors, the management of our business and our ability to obtain or retain the listing of our common

stock on any stock exchange (assuming we are able to obtain such listing) could be adversely affected.

If we fail to establish and maintain an effective system of internal

controls, we may not be able to report our financial results accurately or prevent fraud.

Any inability to report and file

our financial results accurately and timely could harm our business and adversely impact the trading price of our common stock .

We are required to establish and maintain

internal controls over financial reporting, disclosure controls and to comply with other requirements of the Sarbanes-Oxley Act and the

rules promulgated by the U.S.

the requirements for board or committee membership, particularly with respect to an individual’s independence and level of experience

in finance and accounting matters, may make it difficult to attract and retain qualified board members going forward.

we are unable to attract and retain qualified officers and directors, the management of our business and our ability to obtain or retain

the listing of our common stock on any stock exchange (assuming we are able to obtain such listing) could be adversely affected.

we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately

or prevent fraud.

Any inability to report and file our financial results accurately and timely could harm our

business and adversely impact the trading price of our common stock .

are required to establish and maintain internal controls over financial reporting, disclosure controls and to comply with other requirements

of the Sarbanes-Oxley Act and the rules promulgated by the U.S.

Securities and Exchange Commission (the “SEC”) thereunder.

Our senior management, which currently

consists of Ms.

Fan, cannot guarantee that our internal controls and disclosure procedures will prevent all possible errors or all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives

of the control system are met.

In addition, the design of a control system must reflect the fact that there are resource constraints and

the benefit of controls must be relative to their costs.

Because of the inherent limitations in all control systems, no system of controls

can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

These inherent

limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error

Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management’s

override of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of

future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may

Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may

not be detected.

Our senior management, which currently consists of Ms.

Fan, cannot guarantee that our internal controls and disclosure procedures will

prevent all possible errors or all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not

absolute, assurance that the objectives of the control system are met.

In addition, the design of a control system must reflect the fact

that there are resource constraints and the benefit of controls must be relative to their costs.

Because of the inherent limitations in

all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within

our company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that

breakdowns can occur because of simple error or mistake.

Further, controls can be circumvented by individu al acts of some persons,

by collusion of two or more persons, or by management’s override of the controls.

The design of any system of controls is also based

in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in

achieving its stated goals under all potential future conditions.

control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate.

Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Operating as a public company requires us to incur substantial

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a public company.

As a public company, we will incur substantial

legal, accounting and other expenses that we did not incur as a private company.

For example, we are subject to the reporting requirements

of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection

Act, the rules and regulations of the SEC.

For example, the Exchange Act

requires, among other things, we file annual, quarterly and current reports with respect to our business, financial condition and results

of operations.

Compliance with these rules and regulations will increase our legal and financial compliance costs, and increase demand

on our systems, particularly after we are no longer an emerging growth company.

In addition, as a public company, we may be subject to

stockholder activism, which can lead to additional substantial costs, distract management and impact the manner in which we operate our

business in ways we cannot currently anticipate.

As a result of disclosure of information in this prospectus and in filings required

of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation,

including by competitors.

a public company, we will incur substantial legal, accounting and other expenses that we did not incur as a private company.

we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank

Wall Street Reform and Consumer Protection Act, the rules and regulations of the SEC.

For example, the Exchange Act requires, among other

things, we file annual, quarterly and current reports with respect to our business, financial condition and results of operations.

with these rules and regulations will increase our legal and financial compliance costs, and increase demand on our systems, particularly

after we are no longer an emerging growth company.

In addition, as a public company, we may be subject to stockholder activism, which

can lead to additional substantial costs, distract management and impact the manner in which we operate our business in ways we cannot

currently anticipate.

As a result of disclosure of informati on in this prospectus and in filings required of a public company,

our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors.

Our current management has limited experience

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to public companies.

Our management team may not successfully or efficiently manage our transition to being a public company subject

to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities

Our management team may not successfully or efficiently manage our transition to being a public company subject to

significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities

analysts and investors.

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are not “emerging growth companies” including, but not limited to:

not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act;

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

taking advantage of an extension of time to comply with new or revised financial accounting standards;

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation

and shareholder approval of any golden parachute payments not previously approved.

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We expect to take advantage of these

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and China with respect to trade policies, treaties, government regulations and tariffs.

The PRC economy differs from the economies

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

of foreign exchange and allocation of resources.

Although the PRC 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 China is still owned by the government.

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 by allocating resources, controlling payment of foreign currency-denominated

obligations, setting monetary policy, regulating financial services and institutions and providing preferential treatment to particular

industries or companies.

While the PRC economy has experienced

significant growth in the past three decades, growth has been uneven, both geographically and among various sectors of the economy.

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

Some of these measures

may benefit the overall PRC economy, but may also have a negative effect on us.

Our financial condition and results of operation could

be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable

In addition, the PRC government has implemented in the past certain measures, including interest rate increases, to control the

pace of economic growth.

These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for

our services and consequently have a material adverse effect on our businesses, financial condition and results of operations.

In July 2021, the Chinese government

provided new guidance on China-based companies raising capital outside of China, including through VIE arrangements.

In light of such

developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking to register securities with the SEC.

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

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

Although the PRC 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 China is still owned by the government.

In addition, 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 by allocating resources, controlling payment

of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions and providing preferential

treatment to particular industries or companie s.

the PRC economy has experienced significant growth in the past three decades, growth has been uneven, both geographically and among various

sectors of the economy.

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

Some of these measures may benefit the overall PRC economy, but may also have a negative effect on us.

Our financial condition and results

of operation could be materially and adversely affected by government control over capital investments or changes in tax regulations

that are applicable to us.

In addition, the PRC government has implemented in the past certain measures, including interest rate increases,

to control the pace of economic growth.

These measures may cause decreased economic activity, which in turn could lead to a reduction

in demand for our services and consequently have a material adverse effect on our businesses, financial condition

and results of operations.

July 2021, the Chinese government provided new guidance on China-based companies raising capital outside of China, including through VIE

arrangements.

In light of such developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking to

As substantially all of our operations are based in China, any future Chinese, U.S.

or other rules and regulations that place restrictions

on capital raising or other activities by China based companies could adversely affect our business and results of operations.

business environment in China deteriorates from the perspective of domestic or international investment, or if relations between China

and the United States or other governments deteriorate, the Chinese government may intervene with our operations and our business in China

and United States, as well as the market price of our common stock, may also be adversely affected.

or other rules and

regulations that place restrictions on capital raising or other activities by China based companies could adversely affect our business

and results of operations.

If the business environment in China deteriorates from the perspective of domestic or international investment,

or if relations between China and the United States or other governments deteriorate, the Chinese government may intervene with our operations

and our busine ss in China and United States, as well as the market price of our common stock, may also be adversely affected.

There are uncertainties regarding the interpretation and enforcement

of PRC laws, rules and regulations.

Most of our operations are conducted in the

PRC, and are governed by PRC laws, rules and regulations.

Our PRC subsidiary are subject to laws, rules and regulations applicable to

foreign investment in China.

Most of our operations are conducted in the PRC,

and are governed by PRC laws, rules and regulations.

Our PRC subsidiary are subject to laws, rules and regulations applicable to foreign

investment in China.

The PRC legal system is a civil law system based on written statutes.

Unlike the common law system, prior

court decisions may be cited for reference but have limited precedential value.

In 1979, the PRC government began to promulgate

a comprehensive system of laws, rules and regulations governing economic matters in general.

The overall effect of legislation over the

past four decades has significantly enhanced the protections afforded to various forms of foreign investment in China.

However, China

has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all aspects

of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies.

In particular,

because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the nonbinding

nature of such decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how

to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent

and unpredictable.

In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not

published on a timely basis or at all, and which may have a retroactive effect.

As a result, we may not be aware of our violation of these

policies and rules until after the occurrence of the violation.

Unlike the common law system, prior court decisions

may be cited for reference but have limited precedential value.

1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general.

The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign

investment in China.

However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations

may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC

regulatory agencies.

In particular, because these laws, rules and regulations are relatively new, and because of the limited number of

published decisions and the nonbinding nature of such decisions, and because the laws, rules and regulations often give the relevant regulator

significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties

and can be inconsistent and unpredictable.

In addi tion, the PRC legal system is based in part on government policies and internal

rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect.

As a result, we may not be

aware of our violation of these policies and rules until after the occurrence of the violation.

Any administrative and court proceedings in China

38 unchanged sentences

be interpreted, amended and implemented by the relevant PRC governmental authorities.

On February 24, 2023, the CSRC, the Ministry of

Finance, the National Administration of State Secrets Protection and the National Archives Administration jointly issued the Provisions

on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the

Confidentiality and Archives Provisions (the “CAP”), which will take effective from March 31, 2023.

The Confidentiality and

Archives Provisions specify that during the overseas issuance of securities and listing activities of domestic enterprises, domestic enterprises

and securities companies and securities service institutions that provide relevant securities services shall, by strictly abiding by the

relevant laws and regulations of the PRC and the requirements therein, establish sound confidentiality and archives management systems,

take necessary measures to implement confidentiality and archives management responsibilities, and shall not leak national secrets, work

secrets of governmental agencies and undermine national and public interests.

Work manuscripts generated in the PRC by securities companies

and securities service institutions that provide relevant securities services for overseas issuance and listing of securities by domestic

enterprises shall be kept in the PRC.

Without the approval of relevant competent authorities, it shall not be transferred overseas.

archives or copies need to be transferred outside of the PRC, it shall be subject to the approval procedures in accordance with relevant

PRC regulations.

February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets Protection and the National Archives

Administration jointly issued the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering

and Listing by Domestic Companies, or the Confidentiality and Archives Provisions (the “CAP”), which will take effective from

March 31, 2023.

The Confidentiality and Archives Provisions specify that during the overseas issuance of securities and listing activities

of domestic enterprises, domestic enterprises and securities companies and securities service institutions that provide relevant securities

services shall, by strictly abiding by the relevant laws and regulations of the PRC and the requirements therein, establish sound confidentiality

and archives management systems, take necessary measures to implement confidentiality and archives management responsibilities, and shall

not leak national secrets, work secrets of governmental ag encies and undermine national and public interests.

Work manuscripts

generated in the PRC by securities companies and securities service institutions that provide relevant securities services for overseas

issuance and listing of securities by domestic enterprises shall be kept in the PRC.

Without the approval of relevant competent authorities,

it shall not be transferred overseas.

Where archives or copies need to be transferred outside of the PRC, it shall be subject to the approval

procedures in accordance with relevant PRC regulations.

Based on the Company’s understanding of the

13 unchanged sentences

additional compliance requirement in the future.

On February 17, 2023, the CSRC promulgated the

Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which

will take effect on March 31, 2023.

The Trial Measures supersede the Draft Rules and clarified and emphasized several aspects, which include

but are not limited to:

(1) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies”

in compliance with the principle of “substance over form” and particularly, an issuer will be required to go through the filing

procedures under the Trial Measures if the following criteria are met at the same time:

a) 50% or more of the issuer’s operating

revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting

year is accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland

China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management

are mostly Chinese citizens or domiciled in mainland China;

(2) exemptions from immediate filing requirements for issuers that a) have

already been listed or registered but not yet listed in foreign securities markets, including U.S.

markets, prior to the effective date

of the Trial Measures, and b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority

or the overseas stock exchange, and c) whose such overseas securities offering or listing shall be completed before September 30, 2023,

provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other

circumstances that require filing with the CSRC;

(3) a negative list of types of issuers banned from listing or offering overseas, such

as (a) issuers whose listing or offering overseas have been recognized by the State Council of the PRC as possible threats to national

security, (b) issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations,

and (d) issuers under major disputes regarding equity ownership;

(4) issuers’ compliance with web security, data security, and other

national security laws and regulations;

(5) issuers’ filing and reporting obligations, such as obligation to file with the CSRC

after it submits an application for initial public offering to overseas regulators, and obligation after offering or listing overseas

to report to the CSRC material events including change of control or voluntary or forced delisting of the issuer;

and (6) the CSRC’s

authority to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial Measures, including

failure to comply with filing obligations or committing fraud and misrepresentation.

February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies

(the “Trial Measures”), which will take effect on March 31, 2023.

The Trial Measures supersede the Draft Rules and clarified

and emphasized several aspects, which include but are not limited to:

(1) comprehensive determination of the “indirect overseas

offering and listing by PRC domestic companies” in compliance with the principle of “substance over form” and particularly,

an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same

a) 50% or more of the issuer’s operating revenue, total profit, t otal assets or net assets as documented in its audited

consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies, and b) the main parts

of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China,

or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China;

(2) exemptions from immediate filing requirements for issuers that a) have already been listed or registered but not yet listed in foreign

securities markets, including U.S.

markets, prior to the effective date of the Trial Measures, and b) are not required to re-perform the

regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) whose such overseas securities

offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures

as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC;

(3) a negative list

of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas have been recognized

by the State Council of the PRC as possible threats to national security, (b) issuers whose affiliates have been recently convicted of

bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership;

(4) issuers’ compliance with web security, data security, and other national security laws and regulations;

(5) issuers’ filing

and reporting obligations, such as obligation to file with the CSRC after it submits an application for initial public offering to overseas

regulators, and obligation after offering or listing overseas to report to the CSRC material events including change of control or voluntary

or forced delisting of the issuer;

and (6) the CSRC’s authority to fine both issuers and their shareholders between 1 and 10 million

RMB for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing fraud and misrepresentation.

As a China-based issuer, we have determined that

19 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.

The Chinese government has exercised and continues

to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.

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 expenditures 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 our operations in China.

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.

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.

Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through

regulation and state ownership.

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 expenditures

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 implementati on of economic policies, could have a significant effect on economic conditions in China

or particular regions thereof, and could require us to divest ourselves o f

any interest we then hold in our operations in China.

For example, the Chinese cybersecurity regulator

8 unchanged sentences

laws and regulations or penalties for any failure to comply.

Furthermore, it is uncertain when and whether

we will be required to obtain permission from the PRC government to list on U.S.

exchanges in the future, and even when such

permission is obtained, whether it will be denied or rescinded.

Although we and our subsidiaries are currently not required to

obtain permission or approvals from any of the PRC or Hong Kong government or regulatory agencies, we have not received any

it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S.

exchanges in the future,

and even when such permission is obtained, whether it will be denied or rescinded.

Although we and our subsidiaries are currently not

required to obtain permission or approvals from any of the PRC or Hong Kong government or regulatory agencies, we have not received any

denial to list on the U.S.

exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws

and regulations relating to our business or industry.

Recent statements by the Chinese government indicating an intent, and the PRC

government may take actions to exert more oversight and control over offerings that are conducted overseas and/or foreign investment

in China-based issuers, which could 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.

exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and

regulations relating to our business or industry.

Recent statements by the Chinese government indicating an intent, and the PRC government

may take actions to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based

issuers, which could 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.

The CSRC has enacted the draft rules for China-based companies

8 unchanged sentences

the determination criteria for indirect overseas listing in overseas markets.

On February 17, 2023, the CSRC promulgated the

Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which

will take effect on March 31, 2023.

The Trial Measures supersede the Draft Rules and clarified and emphasized several aspects, which include

but are not limited to:

(1) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies”

in compliance with the principle of “substance over form” and particularly, an issuer will be required to go through the filing

procedures under the Trial Measures if the following criteria are met at the same time:

a) 50% or more of the issuer’s operating

revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting

year is accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland

China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management

are mostly Chinese citizens or domiciled in mainland China;

(2) exemptions from immediate filing requirements for issuers that a) have

already been listed or registered but not yet listed in foreign securities markets, including U.S.

markets, prior to the effective date

of the Trial Measures, and b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority

or the overseas stock exchange, and c) whose such overseas securities offering or listing shall be completed before September 30, 2023,

provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other

circumstances that require filing with the CSRC;

(3) a negative list of types of issuers banned from listing or offering overseas, such

as (a) issuers whose listing or offering overseas have been recognized by the State Council of the PRC as possible threats to national

security, (b) issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations,

and (d) issuers under major disputes regarding equity ownership;

(4) issuers’ compliance with web security, data security, and other

national security laws and regulations;

(5) issuers’ filing and reporting obligations, such as obligation to file with the CSRC

after it submits an application for initial public offering to overseas regulators, and obligation after offering or listing overseas

to report to the CSRC material events including change of control or voluntary or forced delisting of the issuer;

and (6) the CSRC’s

authority to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial Measures, including

failure to comply with filing obligations or committing fraud and misrepresentation.

February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies

(the “Trial Measures”), which will take effect on March 31, 2023.

The Trial Measures supersede the Draft Rules and clarified

and emphasized several aspects, which include but are not limited to:

(1) comprehensive determination of the “indirect overseas

offering and listing by PRC domestic companies” in compliance with the principle of “substance over form” and particularly,

an issuer will be requi red to go through the filing procedures under the Trial Measures if the following criteria are met at the

a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited

consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies, and b) the main parts

of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China,

or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China;

(2) exemptions from immediate filing requirements for issuers that a) have already been listed or registered but not yet listed in foreign

securities markets, including U.S.

markets, prior to the effective date of the Trial Measures, and b) are not required to re-perform the

regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) whose such overseas securities

offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures

as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC;

(3) a negative list

of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas have been recognized

by the State Council of the PRC as possible threats to national security, (b) issuers whose affiliates have been recently convicted of

bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership;

(4) issuers’ compliance with web security, data security, and other national security laws and regulations;

(5) issuers’ filing

and reporting obligations, such as obligation to file with the CSRC after it submits an application for initial public offering to overseas

regulators, and obligation after offering or listing overseas to report to the CSRC material events including change of control or voluntary

or forced delisting of the issuer;

and (6) the CSRC’s authority to fine both issuers and their shareholders between 1 and 10 million

RMB for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing fraud and misrepresentation.

As a China-based issuer, we have determined that

5 unchanged sentences

to our investors.

Furthermore, the PRC government authorities

may strengthen oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers

Such actions taken by the PRC government authorities may intervene or influence our operations at any time, which are

beyond our control.

Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder

our ability to offer or continue to offer our common stock, cause significant disruption to our business operations, and severely

damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our

common stock to significantly decline in value or become worthless.

Furthermore, the PRC government authorities may

strengthen oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers like us.

Such actions taken by the PRC government authorities may intervene or influence our operations at any time, which are beyond our control.

Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or

continue to offer our common stock, cause significant disruption to our business operations, and severely damage our reputation, which

would materially and adversely affect our financial condition and results of operations and cause our common stock to significantly decline

in value or become worthless.

Failure to make adequate contributions to various employee benefit

plans and withhold individual income tax on employees’ salaries as required by PRC regulations may subject us to penalties.

Companies operating in China are required to participate

in various government-mandated employee benefit contribution plans, including certain social insurance, housing funds and other welfare-oriented

payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances,

of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our businesses.

The requirement of employee benefit contribution plans has not been implemented consistently by the local governments in China given the

different levels of economic development in different locations.

Companies operating in China are also required to withhold individual

income tax on employees’ salaries based on the actual salary of each employee upon payment.

We may be subject to late fees and fines

in relation to the underpaid employee benefits and under-withheld individual income tax, our financial condition and results of operations

may be adversely affected.

operating in China are required to participate in various government-mandated employee benefit contribution plans, including certain social

insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages

of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to

time at locations where we operate our businesses.

The requirement of employee benefit contribution plans has not been implemented consistently

by the local governments in China given the different levels of economic development in different locations.

Companies operating in China

are also required to withhold individual income tax on employees’ salaries based on the actual salary of each employee upon payment.

We may be subject to late fees and fines in relation to the underpaid employee benefits and under-withheld individual income tax, our

financial condition and results of operations may be adversely affected.

We must remit the offering proceeds

1 unchanged sentence

registration processes in a timely manner.

As an offshore holding company of our PRC operating subsidiary, we may make

loans to our PRC subsidiary subject to the approval, registration, and filing with governmental authorities and limitation of amount,

or we may make additional capital contributions to our PRC subsidiary.

Any shareholder loan to our PRC subsidiary, which is treated as

a foreign-invested enterprise under PRC law, is subject to foreign exchange loan registration with the local counterpart of the State

Administration of Foreign Exchange, or SAFE.

Furthermore, loans by us to our PRC subsidiary to finance its activities cannot exceed statutory

limits and must be registered with the local counterpart of the SAFE and capital contributions to our PRC subsidiary are subject to the

requirement of making necessary filings in the Foreign Investment Comprehensive Management Information System of the MOFCOM, registration

with the local counterpart of the State Administration for Market Regulation, or the SAMR, and the SAFE registration through local commercial

banks in China.

In addition, a foreign invested enterprise shall use its capital pursuant to the principle of authenticity and self-use

within its business scope.

The capital of a foreign invested enterprise shall not be used for the following purposes:

or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations;

(ii) directly or indirectly used for investment in securities or investments other than banks’ principal secured products unless

otherwise provided by relevant laws and regulations;

(iii) the granting of loans to non-affiliated enterprises, except where it is expressly

permitted in the business license;

and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except

for the foreign-invested real estate enterprises).

an offshore holding company of our PRC operating subsidiary, we may make loans to our PRC subsidiary subject to the approval, registration,

and filing with governmental authorities and limitation of amount, or we may make additional capital contributions to our PRC subsidiary.

Any shareholder loan to our PRC subsidiary, which is treated as a foreign-invested enterprise under PRC law, is subject to foreign exchange

loan registration with the local counterpart of the State Administration of Foreign Exchange, or SAFE.

Furthermore, loans by us to our

PRC subsidiary to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of the SAFE

and capital contributions to our PRC subsidiary are subject to the requirement of making necessary filings in the Foreign Investment Comprehensive

Management Information System of the MOFCOM, registration with the local counterpart of the State Administration for Market Regulation,

or the SAMR, and the SAFE registration through loca l commercial banks in China.

In addition, a foreign invested enterprise shall

use its capital pursuant to the principle of authenticity and self-use within its business scope.

capital of a foreign invested enterprise shall not be used for the following purposes:

(i)directly or indirectly used for payment beyond

the business scope of the enterprises or the payment prohibited by relevant laws and regulations;

(ii) directly or indirectly used

for investment in securities or investments other than banks’ principal secured products unless otherwise provided by relevant laws

and regulations;

(iii) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license;

and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate

enterprises).

In light of the various requirements

13 unchanged sentences

U.S and China, whether or not directly related to our business, could reduce the price of our common stock.

The fluctuation of the Renminbi may have a material adverse

effect on your investment.

The exchange rates between the Renminbi

dollar and other foreign currencies are affected by, among other things, changes in China’s political and economic

The fluctuation of the Renminbi may have a material adverse effect

on your investment.

exchange rates between the Renminbi and the U.S.

dollar and other foreign currencies are affected by, among other things, changes in China’s

political and economic conditions.

In July 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S.

dollar, and the Renminbi

was permitted to fluctuate within a band against a basket of certain foreign currencies.

As a result, the Renminbi appreciated more than

20% against the U.S.

dollar, and the Renminbi was permitted to fluctuate within a band against a basket of certain foreign currencies.

As a result, the Renminbi

appreciated more than 20% against the U.S.

dollar over the following three years.

However, the People’s Bank of China regularly intervenes in the foreign

exchange market to limit fluctuations in Renminbi exchange rates and achieve policy goals.

For almost two years after July 2008, the

Renminbi traded within a very narrow range against the U.S.

However, the People’s Bank of China regularly

intervenes in the foreign exchange market to limit fluctuations in Renminbi exchange rates and achieve policy goals.

For almost two years

after July 2008, the Renminbi traded within a very narrow range against the U.S.

dollar, remaining within 1% of its July 2008 high.

As a consequence, the

Renminbi fluctuated significantly during that period against other freely traded currencies, in tandem with the U.S.

2010, the PRC government announced that it would increase exchange rate flexibility of the Renminbi.

However, it remains unclear how

this flexibility might be implemented.

There remains significant international pressure on the PRC government to adopt a more flexible

currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S.

As we rely on fees paid to us by

our subsidiary and affiliated consolidated entities in China, any significant revaluation of the Renminbi could adversely affect our

cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, shares of our common stock in

foreign currency terms.

a consequence, the Renminbi fluctuated significantly during that period against other freely traded currencies, in tandem with the U.S.

In June 2010, the PRC government announced that it would i ncrease exchange rate flexibility of the Renminbi.

remains unclear how this flexibility might be implemented.

There remains significant international pressure on the PRC government to adopt

a more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S.

we rely on fees paid to us by our subsidiary and affiliated consolidated entities in China, any significant revaluation of the Renminbi

could adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, shares

of our common stock in foreign currency terms.

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

dollars we received from our offering 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 from the conversion.

dollars we received from our offering 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 from the conversion.

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 of the U.S.

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

amount available to us.

dollars for the purpose of making payments for

dividends on our common stock or for other business purposes, appreciation of the U.S.

dollar against the Renminbi would have a negative

effect on the U.S.

dollar amount available to us.

In addition, since our functional and reporting currency is the U.S.

dollar while the functional currency of

our subsidiary and consolidated affiliated entities in China is Renminbi, appreciation or depreciation in the value of the Renminbi relative

dollar would have a positive or negative effect on our reported financial results, which might not reflect any underlying

change in our business, financial condition or results of operations.

dollar while the

functional currency of our subsidiary and consolidated affiliated entities in China is Renminbi, appreciation

or depreciation in the value of the Renminbi relative to the U.S.

dollar would have a positive or negative effect on our reported financial

results, which might not reflect any underlying change in our business, financial condition or results of operations.

Restrictions on currency exchange may limit our ability to receive

and use our revenue effectively.

Substantially all of our revenue is denominated

Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related

foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans, including

loans we may secure from our onshore subsidiaries.

Currently, Universe Travel may purchase foreign currency for settlement of “current

account transactions,” including payment of dividends to us, without the approval of the State Administration of Foreign Exchange

(“SAFE”) by complying with certain procedural requirements.

However, the relevant PRC governmental authorities may limit or

eliminate our ability to purchase foreign currencies in the future for current account transactions.

Since a significant amount of our

future revenue will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize

revenue generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders,

including holders of our common stock.

Foreign exchange transactions under the capital account remain subject to limitations and require

approvals from, or registration with, SAFE and other relevant PRC governmental authorities.

This could affect our ability to obtain foreign

currency through debt or equity financing for our subsidiaries.

Substantially

all of our revenue is denominated in Renminbi.

Renminbi is currently convertible under the “current account,” which includes

dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign

direct investment and loans, including loans we may secure from our onshore subsidiaries.

Currently, Universe Travel may purchase foreign

currency for settlement of “current account transactions,” including payment of dividends to us, without the approval of the

State Administration of Foreign Exchange (“SAFE”) by complying with certain procedural requirements.

However, the relevant

PRC government al authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account

transactions.

Since a significant amount of our future revenue will be denominated in Renminbi, any existing and future restrictions on

currency exchange may limit our ability to utilize revenue generated in Renminbi to fund our business activities outside of the PRC or

pay dividends in foreign currencies to our shareholders, including holders of our common stock.

Foreign exchange transactions under the

capital account remain subject to limitations and require approvals from, or registration with, SAFE and other relevant PRC governmental

This could affect our ability to obtain foreign currency through debt or equity financing for our subsidiaries.

Our subsidiaries and affiliated entities in China are subject

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

Under PRC laws and regulations, Universe

Travel is a wholly foreign-owned enterprise in China.

As such, 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.

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

As such, 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 disc retion, a wholly

foreign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standards to staff welfare and bonus

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

Any limitation on the ability of our PRC subsidiary

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of the judgment of one court by a court of another jurisdiction.

The PRC’s legal system is based on the civil law regime, that

is, it is based on written statutes.

A decision by one judge does not set a legal precedent that is required to be followed by judges

in other cases.

The PRC’s legal system is based on the civil law regime, that is,

it is based on written statutes.

A decision by one judge does not set a legal precedent that is required to be followed by judges in other

In addition, the interpretation of Chinese laws may be varied to reflect domestic political changes.

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Our operations could be adversely affected, directly or indirectly,

by future PRC laws and regulations relating to our business or industry, if we inadvertently conclude that such approvals or permissions, including business licsnes,

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 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.

by future PRC 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.

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’ operations.

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 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.

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

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in China through our PRC-subsidiary Universe Travel.

Because of this factor, it may be difficult for you to conduct due diligence on

the Company, our executive officers or director and attend stockholders meetings if the meetings are held in China.

As a result, our

public stockholders may have more difficulty in protecting their interests through actions against our management, our director or major

stockholders than would stockholders of a corporation doing business entirely or predominantly within the United States.

Because of this factor, it may be difficult for you to conduct due diligence on the

Company, our executive officers or director and attend stockholders meetings if the meetings are held in China.

As a result, our public

stockholders may have more difficulty in protecting their interests through actions against our management, our director or major stockholders

than would stockholders of a corporation doing business entirely or predominantly within the United States.

We and our shareholders face uncertainties with respect to indirect

1 unchanged sentence

or immovable properties located in China owned by non-Chinese companies.

On February 3, 2015, the State Administration

of Taxation, or SAT, issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises,

or Bulletin 7, which replaced or supplemented previous rules under the Notice on Strengthening Administration of Enterprise Income Tax

for Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the State Administration of Taxation, on December 10,

Pursuant to this Bulletin, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise,

by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does

not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax.

gains derived from such an indirect transfer may be subject to PRC enterprise income tax.

According to Bulletin 7, “PRC taxable

assets” include assets attributed to an establishment in China, immoveable properties located in China, and equity investments

in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would

be subject to PRC enterprise income taxes.

When determining whether there is a “reasonable commercial purpose” of the transaction

arrangement, features to be taken into consideration include:

whether the main value of the equity interest of the relevant offshore

enterprise derives from PRC taxable assets;

whether the assets of the relevant offshore enterprise mainly consists of direct or indirect

investment in China or if its income mainly derives from China;

whether the offshore enterprise and its subsidiaries directly or indirectly

holding PRC taxable assets have a real commercial nature which is evidenced by their actual function and risk exposure;

of existence of the business model and organizational structure;

the replicability of the transaction by direct transfer of PRC taxable

February 3, 2015, the State Administration of Taxation, or SAT, issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers

of Assets by Non-PRC Resident Enterprises, or Bulletin 7, which replaced or supplemented previous rules under the Notice on Strengthening

Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the State Administration

of Taxation, on December 10, 2009.

Pursuant to this Bulletin, an “indirect transfer” of assets, including equity interests

in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable

assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC

enterprise income tax.

As a result, gains derived from such an indirect transfer may be subject to PRC enterprise income tax.

to Bulletin 7, “PRC taxable assets” include assets attributed to an establishment in China, immoveable properties located

in China, and equity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being

a non-PRC resident enterprise, would be subject to PRC enterprise income taxes.

When determining whether there is a “reasonable

commercial purpose” of the transaction arrangement, features to be taken into consideration include:

whether the main value of the

equity interest of the relevant offshore enterprise derives from PRC taxable assets;

whether the assets of the relevant offshore enterprise

mainly consists of direct or indirect investment in China or if its income mainly derives from China;

whether the offshore enterprise

and its subsidiaries directly or indirectly holding PRC taxable assets have a real commercial nature which is evidenced by their actual

function and risk exposure;

the duration of existence of the business model and organizational structure;

the replicability of the transaction

by direct transfer of PRC taxable assets;

and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements.

In respect of an indirect

offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the

PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise income tax at a rate of

Where the underlying transfer relates to the immoveable properties located in China or to equity investments in a PRC resident enterprise,

which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax of 10% would

apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated

to make the transfer payments has the withholding obligation.

Where the payer fails to withhold any or withholds insufficient tax, the

transferor shall declare and pay such tax to the tax authority by itself within the statutory time limit.

Late payment of applicable

tax will subject the transferor to default interest.

Bulletin 7 does not apply to transactions of sale of shares by investors through

a public stock exchange where such shares were acquired from a transaction through a public stock exchange.

In October 2017, SAT issued an Announcement

on Issues Relating to Withholding at Source of Income Tax of Nonresident Enterprises, or SAT Circular 37.

Effective from December 2017,

SAT Circular 37, among others, repealed the Circular 698 and amended certain provisions in Bulletin 7.

According to SAT Circular 37,

where the non-resident enterprise fails to declare the tax payable pursuant to Article 39 of the Enterprise Income Tax, the tax authority

may order it to pay the tax due within required time limits, and the non-resident enterprise shall declare and pay the tax payable within

such time limits specified by the tax authority.

However, if the non-resident enterprise voluntarily declares and pays the tax payable

before the tax authority orders it to do so within required time limits, it shall be deemed that such enterprise has paid the tax in

We face uncertainties as to the reporting

and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring,

sale of the shares in our offshore subsidiaries and investments.

Our company may be subject to filing obligations or taxed if our company

is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions,

under Bulletin 7 and SAT Circular 37.

For transfer of shares in our company by investors who are non-PRC resident enterprises, our PRC

subsidiary may be requested to assist in the filing under the SAT circulars.

As a result, we may be required to expend valuable resources

to comply with the SAT circulars or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars,

or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial

condition and results of operations.

In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise

income tax filing of the PRC establishment or place of business being transferred,

and would consequently be subject to PRC enterprise income tax at a rate of 25%.

Where the underlying transfer relates to the immoveable

properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place

of business of a non-resident enterprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax treatment

under applicable tax treaties or similar arrangements, and the party who is obligated to make the transf er payments has the withholding

Where the payer fails to withhold any or withholds insufficient tax, the transferor shall declare and pay such tax to the

tax authority by itself within the statutory time limit.

Late payment of applicable tax will subject the transferor to default interest.

Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired

from a transaction through a public stock exchange.

October 2017, SAT issued an Announcement on Issues Relating to Withholding at Source of Income Tax of Nonresident Enterprises, or SAT

Effective from December 2017, SAT Circular 37, among others, repealed the Circular 698 and amended certain provisions in

According to SAT Circular 37, where the non-resident enterprise fails to declare the tax payable pursuant to Article 39 of

the Enterprise Income Tax, the tax authority may order it to pay the tax due within required time limits, and the non-resident enterprise

shall declare and pay the tax paya ble within such time limits specified by the tax authority.

However, if the non-resident enterprise

voluntarily declares and pays the tax payable before the tax authority orders it to do so within required time limits, it shall be deemed

that such enterprise has paid the tax in time.

face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved,

such as offshore restructuring, sale of the shares in our offshore subsidiaries and investments.

Our company may be subject to filing

obligations or taxed if our company is transferor in such transactions, and may be subject to withholding obligations if our company is

transferee in such transactions, under Bulletin 7 and SAT Circular 37.

For transfer of shares in our company by investors who are non-PRC

resident enterprises, our PRC subsidiary may be requested to assist in the filing under the SAT circulars.

As a result, we may be required

to expend valuable resources to comply with the SAT circulars or to request the relevant transferors from whom we purchase taxable assets

to comply with these circulars, or t o establish that our company should not be taxed under these circulars, which may have a material

adverse effect on our financial condition and results of operations.

The future development of national security laws and regulations

1 unchanged sentence

our business.

On June 30, 2020, the National

People’s Congress of China passed a national security law (the “National Security Law”), which criminalizes certain

offenses, including secession, subversion of the Chinese government, terrorism and collusion with foreign entities.

The National Security

Law also applies to non-permanent residents.

Although the extra-territorial reach of the National Security Law remains unclear, there

June 30, 2020, the National People’s Congress of China passed a national security law (the “National Security Law”),

which criminalizes certain offenses, including secession, subversion of the Chinese government, terrorism and collusion with foreign entities.

On March 19, 2024, the Legislative Council of Hong Kong enacted the Safeguarding National Security Ordinance (the “SNSO”)

which became in force on March 23, 2024.

The SNSO is the second national security law applicable to Hong Kong that criminalizes treason,

espionage, sedition and external interference in Hong Kong’s internal affairs.

Both the National Security Law and the SNSO also

applies to non-permanent residents.

Although the extra-territorial reach of the National Security Law and the SNSO remains unclear, there

is a risk that its application to conduct outside Hong Kong by non-permanent residents of Hong Kong could limit the activities of or negatively

The United States and other countries may take action against China, its leaders and leaders of Hong Kong, which may include

the imposition of sanctions.

Escalation of tensions resulting from the National Security Law, including conflict between China and other

countries, protests and other government measures, as well as other economic, social or political unrest in the future, could negatively

impact the security and stability of the region and have a material adverse effect on our business.

The aforementioned risks, including

an expansionary application of the National Security Law in unpredictable circumstances by the Chinese authorities, and any downturn in

Hong Kong’s economy could negatively impact the industries in which we participate, negatively impact our business operations and

have a material adverse effect on our results of operations, financial condition and cash flow.

Potential political and economic instability

in Hong Kong may adversely impact our results of operations.

We may also 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.

On July 14, 2020, in response to the enactment of the National Security Law, the United States Congress passed the Hong Kong

Autonomy Act which, among other things, sanction on officials and entities in Hong Kong as well as in China that are deemed to help violate

Hong Kong’s autonomy, and punishes financial institutions that do business with them.

The United States and other countries may

further take action against China, its leaders and leaders of Hong Kong, which may include the imposition of wider sanctions.

of tensions resulting from the National Security Law and the SNSO, including conflict between China and other countries, protests and

other government measures, as well as other economic, social or political unrest in the future, could negatively impact the security and

stability of the region and have a material adverse effect on our business.

The aforementioned risks, including an expansionary application

of the National Security Law or the SNSO in unpredictable circumstances by either the Chinese or Hong Kong authorities, and any downturn

in Hong Kong’s economy could negatively impact the industries in which we participate, negatively impact our business operations

and have a material adverse effect on our results of operations, financial condition and cash flow.

Potential political and economic instability in Hong Kong may

adversely impact our results of operations.

We may also 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.

Our operational activities are conducted in Hong

8 unchanged sentences

tourism, from such protests.

Under the Basic Law, Hong

Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign

affairs and defense.

Under the Basic Law, Hong Kong is exclusively in

charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense.

As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions.

assure you that the Hong Kong protests will not affect Hong Kong’s status as a Special Administrative Region of the People’s

Republic of China and thereby affecting its current relations with foreign states and regions.

It is unclear whether there

will be other political or social unrest in the near future or that there will not be other events that could lead to the disruption of

the economic, political and social conditions in Hong Kong.

If such events persist for a prolonged period of time or that the economic,

political and social conditions in Hong Kong are to be disrupted, our overall business and results of operations may be adversely affected.

In addition, economic, political

and legal developments and social conditions in the PRC may significantly affect our business, financial condition, results of operations

and prospects.

The PRC economy is in transition from a planned economy to a market-oriented economy subject to plans adopted by the government

that set national economic development goals.

Policies of the PRC government can have significant effects on economic conditions in the

PRC and Hong Kong.

While we believe that the PRC will continue to strengthen its economic and trading relationships with foreign countries

and that business development in the PRC will continue to follow market forces, we cannot assure you that this will be the case.

operations and prospects, financial condition, and results of operations may be adversely affected by changes in policies by the PRC government,

We cannot assure you that

the Hong Kong protests will not affect Hong Kong’s status as a Special Administrative Region of the People’s Republic of China

and thereby affecting its current relations with foreign states and regions.

It is unclear whether there will be other political

or social unrest in the near future or that there will not be other events that could lead to the disruption of the economic, political

and social conditions in Hong Kong.

If such events persist for a prolonged period of time or that the economic, political and social conditions

in Hong Kong are to be disrupted, our overall business and results of operations may be adversely affected.

addition, economic, political and legal developments and social conditions in the PRC may significantly affect our business, financial

condition, results of operations and prospects.

The PRC economy is in transition from a planned economy to a market-oriented economy subject

to plans adopted by the government that set national economic development goals.

Policies of the PRC government can have significant effects

on economic conditions in the PRC and Hong Kong.

While we believe that the PRC will continue to strengthen its economic and trading relationships

with foreign countries and that business development in the PRC will continue to follow market forces, we cannot assure you that this

will be the case.

Our business operations and prospects, financial condition, and results of operations may be adversely affected by changes

in policies by the PRC government, including:

changes in laws, regulations or their interpretation;

3 unchanged sentences

the allocation of resources.

Our Hong Kong and Shenzhen subsidiaries

may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity

requirements, conduct business and pay dividends to holders of our common stock.

Dividends payable to our foreign investors and gains

on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.

Pony Group Inc is a holding company incorporated

in Delaware with its operating subsidiaries located in Hong Kong and Shenzhen.

Most of our cash is maintained in Chinese Yuan.

no other business and, as a result, we depend entirely upon our Hong Kong and Shenzhen operating subsidiaries’ earnings and cash

If we decide in the future to pay dividends, as a holding company, our ability to pay dividends and meet other obligations depends

upon the receipt of dividends or other payments from our operating subsidiary.

There are currently no restrictions of transferring funds

between our Delaware holding company and our operating subsidiaries in Hong Kong and Shenzhen or limitations on the ability of our Hong

Kong and Shenzhen subsidiary to issue dividends or other distributions to its overseas shareholders.

However, we cannot assure you that

the oversight of the PRC government will not be extended to companies operating in Hong Kong and Shenzhen like our Hong Kong and Shenzhen

subsidiaries.

There is a possibility that the PRC government could prevent our cash maintained in Hong Kong or Shenzhen from leaving

or the PRC could restrict the deployment of the cash into our business or for the payment of dividends.

However, we do not expect that

a restriction into the deployment of cash into our business to affect the use of our assets in our ordinary course of business.

Nevertheless,

any such controls or restrictions in the future could adversely affect our ability to finance our cash requirements, service debt or

make dividend or other distributions to our stockholders and could result in a material adverse change to our business operations, our

prospects, financial condition, and results of operations, and could cause our common stock to significantly decline in value or become

Our Hong Kong and Shenzhen subsidiaries may be subject to restrictions

on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business

and pay dividends to holders of our common stock.

Dividends payable to our foreign investors and gains on the sale of our shares of common

stock by our foreign investors may become subject to tax by the PRC.

Group Inc is a holding company incorporated in Delaware with its operating subsidiaries located in Hong Kong and Shenzhen.

cash is maintained in Chinese Yuan.

We conduct no other business and, as a result, we depend entirely upon our Hong Kong and Shenzhen

operating subsidiaries’ earnings and cash flow.

If we decide in the future to pay dividends, as a holding company, our ability to

pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiary.

are currently no restrictions of transferring funds between our Delaware holding company and our operating subsidiaries in Hong Kong and

Shenzhen or limitations on the ability of our Hong Kong and Shenzhen subsidiary to issue dividends or other distributions to its overseas

shareholders.

However, we cannot assure you that the oversight of the PRC government will not be extended to companies operating

in Hong Kong and Shenzhen like our Hong Kong and Shenzhen subsidiaries.

There is a possibility that the PRC government could prevent our

cash maintained in Hong Kong or Shenzhen from leaving or the PRC could restrict the deployment of the cash into our business or for the

payment of dividends.

However, we do not expect that a restriction into the deployment

of cash into our business to affect the use of our assets in our ordinary course of business.

Nevertheless, any such controls or restrictions

in the future could adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions

to our stockholders and could result in a material adverse change to our business operations, our prospects, financial condition, and

results of operations, and could cause our common stock to significantly decline in value or become worthless.

Holding Foreign Companies Accountable Act, or the HFCAA, and

22 unchanged sentences

On December 29, 2022, the AHFCAA was signed into law.

On September 22, 2021, the PCAOB adopted a final

rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act,

whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction

because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize

rules implementing the submission and disclosure requirements in the HFCA Act.

The rules apply to registrants that the SEC identifies

as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction

and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

final amendments are effective on January 10, 2022.

The SEC will begin to identify and list Commission-Identified Issuers on its website

shortly after registrants begin filing their annual reports for 2021.

On December 16, 2021, PCAOB announced the PCAOB

Holding Foreign Companies Accountable Act determinations (the “2021 PCAOB Determinations”) relating to the PCAOB’s inability

to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special

Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

Ben Borges CPA PC, is not headquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s

determination.

The lack of access to the PCAOB inspection

in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China.

As a result, the

investors may be deprived of the benefits of such PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in

China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures

as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause existing and potential investors

in our stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

Our auditor, the independent registered public

accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly

in the United States and a 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 with the applicable professional standards.

Our auditor’s registration with the PCAOB

took effect in September 2020 and it is currently subject to PCAOB inspections.

The PCAOB currently has access to inspect the working

papers of our auditor.

However, the recent developments would add uncertainties to our offering and we cannot assure you whether regulatory

authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit

procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience

as it relates to the audit of our financial statements.

September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining,

as contemplated under the HFCA Act, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms

located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the

SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.

The rules apply to registrants

that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located

in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in

foreign jurisdictions.

The final amendments are effective on January 10, 2022.

The SEC will begin to identify and list Commission-Identified

Issuers on its website shortly after registra nts begin filing their annual reports for 2021.

On December 16, 2021, PCAOB announced the PCAOB Holding Foreign Companies

Accountable Act determinations (the “2021 PCAOB Determinations”) relating to the PCAOB’s inability to inspect or investigate

completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region

and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

Our auditor, YCM CPA, Inc.,

is not headquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination.

The lack of access to the PCAOB inspection in China

prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China.

As a result, the investors

may be deprived of the benefits of such PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in China makes

it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared

to auditors outside of China that are subject to the PCAOB inspections, which could cause existing and potential investors in our stock

to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor

of companies that are traded publicly in the United States and a 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 with the applicable professional standards.

Our auditor’s

registration with the PCAOB took effect in September 2020 and it is currently subject to PCAOB inspections.

The PCAOB currently has access

to inspect the working papers of our auditor.

However, the recent developments would add uncertainties to our offering and we cannot assure

you whether regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our

auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic

reach or experience as it relates to the audit of our financial statements.

On August 26, 2022, the PCAOB announced and signed

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from September to November 2022.

On December 15, 2022, the PCAOB announced its determination

(the “2022 Determination”) that the PCAOB was able to secure complete access to inspect and investigate accounting firms headquartered

in mainland China and Hong Kong, and the PCAOB Board voted to vacate previous determinations to the contrary.

Should the PCAOB again encounter

impediments to inspections and investigations in mainland China or Hong Kong as a result of positions taken by any authority in either

jurisdiction, including by the CSRC or the Ministry of Finance, the PCAOB will make determinations under the HFCAA as and when appropriate.

We cannot assure you whether OTC or regulatory authorities would apply additional and more stringent criteria to us after considering

the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency

of resources, geographic reach, or experience as it relates to the audit of our financial statements.

There is a risk that the PCAOB is

unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction

or any other reasons, and that the PCAOB may re-evaluate its determinations as a result of any obstruction with the implementation of

December 15, 2022, the PCAOB announced its determination (the “2022 Determination”) that the PCAOB was able to secure complete

access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong, and the PCAOB Board voted to vacate

previous determinations to the contrary.

Should the PCAOB again encounter impediments to inspections and investigations in mainland China

or Hong Kong as a result of positions taken by any authority in either jurisdiction, including by the CSRC or the Ministry of Finance,

the PCAOB will make determinations under the HFCAA as and when appropriate.

We cannot assure you whether OTC or regulatory authorities

would apply additional and more string ent criteria to us after considering the effectiveness of our auditor’s audit procedures

and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it

relates to the audit of our financial statements.

There is a risk that the PCAOB is unable to inspect or investigate completely the Company’s

auditor because of a position taken by an authority in a foreign jurisdiction or any other reasons, and that the PCAOB may re-evaluate

its determinations as a result of any obstruction with the implementation of

the Protocol.

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inspected by the PCAOB for two consecutive years, and this ultimately could result in our ordinary shares being delisted by and exchange.

Such recent developments would add uncertainties

to our offering and we cannot assure you whether the SEC, the PCAOB, OTC, or other regulatory authorities would apply additional and more

stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy

of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

It remains unclear what further actions the SEC, the PCAOB or OTC will take to address these issues and what impact those actions will

companies that have significant operations in the PRC and have securities listed on a U.S.

stock exchange (including a national

securities exchange or over-the-counter stock market).

In addition, any additional actions, proceedings, or new rules resulting from these

efforts to increase U.S.

regulatory access to audit information could create some uncertainty for investors, the market price of our common

stock could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement

or being required to engage a new audit firm, which would require significant expense and management time.

If trading in our common stock

is prohibited under the HFCAA in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such

future time, OTC may determine to delist our common stock.

If shares of our common stock are unable to be listed on another securities

exchange by then, such a delisting would substantially impair your ability to sell or purchase our ordinary shares when you wish to do

so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our common stock.

recent developments would add uncertainties to our offering and we cannot assure you whether the SEC, the PCAOB, OTC, or other regulatory

authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit

procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience

as it relates to the audit of our financial statements.

It remains unclear what further actions the SEC, the PCAOB or OTC will take to

address these issues and what i mpact those actions will have on U.S.

companies that have significant operations in the PRC and

have securities listed on a U.S.

stock exchange (including a national securities exchange or over-the-counter stock market).

any additional actions, proceedings, or new rules resulting from these efforts to increase U.S.

regulatory access to audit information

could create some uncertainty for investors, the market price of our common stock could be adversely affected, and we could be delisted

if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require

significant expense and management time.

If trading in our common stock is prohibited under the HFCAA in the future because the PCAOB

determines that it cannot inspect or fully investigate our auditor at such future

time, OTC may determine to delist our common stock.

If shares of our common stock are unable to be listed on another securities exchange

by then, such a delisting would substantially impair your ability to sell or purchase our ordinary shares when you wish to do so, and

the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our common stock.

Risks Related to Our Common Stock

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future, including the outcome of matters requiring shareholder approval.

Fan, our Chief Executive Officer,

President and director have over 78.3% beneficial ownership of our Company, through Pony Group Ltd, KERUIDA Investment Limited, Synionm

Investments Limited and Wisdom Travel Service Investments Limited, which is beneficially owned by Ms.

Fan, our Chief Executive Officer, President and director have over 78.3% beneficial ownership of our Company, through Pony Group Ltd,

KERUIDA Investment Limited, Synionm Investments Limited and Wisdom Travel Service Investments Limited, which is beneficially owned by

As a result, Ms.

have the ability to control the election of our directors and the outcome of corporate actions requiring shareholder approval, such as:

(i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of

incorporation and bylaws.

This concentration of voting power and control could have a significant effect in delaying, deferring or preventing

an action that might otherwise be beneficial to our other shareholders and be disadvantageous to our shareholders with interests different

from those individuals.

Certain of these individuals also have significant control over our business, policies and affairs as officers

or directors of our company.

Therefore, you should not invest in reliance on your ability to have any control over our company.

No public market for our common stock currently exists, and

an active trading market may not develop or be sustained following this offering.

As we are in our early stages of development,

an investment in our Company will likely require a long-term commitment, with no certainty of return.

We have applied for quotation of

our common stock on the OTC Market.

Even if our common stock is quoted on the OTC Market, there is no guarantee that there will be any

trading in our common stock.

In addition, there is a risk that we will not be able to have our stock listed or quoted on a more established

market, and even if we are able to do so (of which no assurance can be given), we cannot predict whether an active market for our common

stock will ever develop in the future.

In the absence of an active trading market:

Fan will have the ability to control the election of our directors and the outcome of corporate actions requiring

shareholder approval, such as:

(i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii)

amendments to our articles of incorporation and bylaws.

This concentration of voting power and control could have a significant effect

in delaying, deferring or preventing an action that might otherwise be beneficial to our other shareholders and be disadvantageous to

our shareholders with interests different from those individuals.

Certain of these individuals also have significant control over our

business, policies and affairs as officers or directors of our company.

Th erefore, you should not invest in reliance on your ability

to have any control over our company.

No public market for our common stock currently exists, and an

active trading market may not develop or be sustained following this offering.

we are in our early stages of development, an investment in our Company will likely require a long-term commitment, with no certainty

We have applied for quotation of our common stock on the OTC Market.

Even if our common stock is quoted on the OTC Market,

there is no guarantee that there will be any trading in our common stock.

In addition, there is a risk that we will not be able to have

our stock listed or quoted on a more established market, and even if we are able to do so (of which no assurance can be given), we cannot

predict whether an active market for our common stock will ever develop in the future.

the absence of an active trading market:

investors may have difficulty buying and selling or obtaining market quotations;

market visibility for shares of our common stock may be limited;

a lack of visibility for shares of our common stock may have a depressive effect on the market

price for shares of our common stock.

While we believe our revenues and cash on hand are adequate

to meet our immediate needs, we may require additional funding in order to progress our business in the future.

a lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our common stock.

While we believe our revenues and cash on hand are adequate to

meet our immediate needs, we may require additional funding in order to progress our business in the future.

If we are unable to raise

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to continue as a going concern.

Our audited financial statements

for the year ended December 31, 2022 were prepared assuming that we will continue as a going concern.

audited financial statements for the year ended December 31, 2023 were

prepared assuming that we will continue as a going concern.

In addition, as discussed in Note 3

2 of the financial statements for the year ended December 31, 2022, the Company has suffered recurring losses from operations.

These conditions

raise substantial doubt on our ability to continue as a going concern.

The report of our independent registered public accounting firm

on our financial statements for the year ended December 31, 2022 included an explanatory paragraph on the doubt of our ability to continue

as a going concern in order to draw prospective investors’ attention to the relevant note in the financial statements for the year

of the financial statements for the year ended December 31, 2023 , the

Company has suffered recurring losses from operations.

These conditions raise substantial doubt on our ability to continue as a going

The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2023

included an explanatory paragraph on the doubt of our ability to continue as

a going concern in order to draw prospective investors’ attention to the relevant note in the financial statements for the year

ended December 31, 2023 .

In order to continue

as a going concern, the Company will need, among other things, additional capital resources.

Management’s plans to obtain such resources

for the Company include (1) obtaining capital from the sale of its equity securities, (2) sales of the Company’s services, (3) short-term

and long-term borrowings from banks, and (4) short-term borrowings from stockholders or other related party(ies) when needed.

management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

The ability of the Company

to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph

and eventually to secure other sources of financing and attain profitable operations.

If we are unable to raise additional capital in

debt or equity financing on terms favorable to us, then we may be unable to achieve our objectives.

order to continue as a going concern, the Company will need, among other things, additional capital resources.

Management’s plans

to obtain such resources for the Company include (1) obtaining capital from the sale of its equity securities, (2) sales of the

Company’s services, (3) short-term and long-term borrowings from banks, and (4) short-term borrowings from stockholders or other

related party( ies) when needed.

However, management cannot provide any assurance

that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue a s a going concern

is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure other

sources of financing and attain profitable operations.

If we are unable to raise additional capital in debt or equity financing on terms

favorable to us, then we may be unable to achieve our objectives.

Raising additional capital may cause

dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

We may need to raise funding in the

future to further develop our business.

There can be no assurance that we will be able to raise sufficient capital on acceptable terms,

If such financing is not available on satisfactory terms, or is not available at all, we may be required to delay, scale back

or eliminate the development of business opportunities and our operations and financial condition may be adversely affected to a significant

We may need to raise funding in the future

to further develop our business.

There can be no assurance that we will be able to raise sufficient capital on acceptable terms, or at

If such financing is not available on satisfactory terms, or is not available at all, we may be required to delay, scale back or

eliminate the development of business opportunities and our operations and financial condition may be adversely affected to a significant

If we raise additional capital by issuing

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quoted on the OTC Market.

This market is a relatively unorganized, inter-dealer, over-the-counter markets that provide significantly

less liquidity than any tier of the NASDAQ or the New York Stock Exchange.

No assurances can be given that our common stock, even

if quoted on such markets, will ever trade on such markets, much less a senior market like NASDAQ or the New York Stock Exchange.

this event, there would be a highly illiquid market for our common stock and you may be unable to dispose of your common stock at desirable

prices or at all.

Moreover, there is a risk that our common stock could be delisted from the OTC Market, in which case it might be listed

on OTC Pink, which is even more illiquid than the OTC Market.

This market is a relatively unorganized, inter-dealer, over-the-counter markets that provide significantly less

liquidity than any tier of the NASDAQ or the New York Stock Exchange.

No assurances can be given that our common stock, even if quoted

on such markets, will ever trade on such markets, much less a senior market like NASDAQ or the New York Stock Exchange.

In this event,

there would be a highly illiquid market for our common stock and you may be unable to dispose of your common stock at desirable prices

Moreover, there is a risk that our common stock could be delisted from the OTC Market, in which case it might be listed on

OTC Pink, which is even more illiquid than the OTC Market.

The lack of an active market impairs

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our operations through acquisitions by using our shares as consideration.

Even if our common stock becomes publicly-traded and an active

trading market develops, the market price for our common stock may be volatile.

if our common stock becomes publicly-traded and an active trading market develops, the market price for our common

stock may be volatile.

Even if our securities become publicly-traded

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changes in the economic performance or market valuations of other companies in the same industry;

announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures

or capital commitments;

announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;

addition or departure of key personnel;

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general economic or political conditions in or influencing China.

In addition, the securities market has

from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular

These market fluctuations may also materially and adversely affect the market price of our common stock.

Our common stock may be thinly traded and you may be unable

to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the

operating performance of particular companies.

These market fluctuations may also materially and adversely affect the

market price of our common stock.

Our common stock may be thinly traded and you may be unable to

sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Assuming our common stock trades over-the-counter,

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and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

Our common stock, which we plan to have

quoted for trading on the OTC Market, may be considered to be a “penny stock” if it does not qualify for one of the exemptions

from the definition of “penny stock” under Section 3a51-1 of the Exchange Act, as amended.

Our common stock may

be a “penny stock” if it meets one or more of the following conditions:

(i) the stock trades at a price less than $5.00 per

common stock, which we plan to have quoted for trading on the OTC Market, may be considered to be a “penny stock” if it does

not qualify for one of the exemptions from the definition of “penny stock” under Section 3a51-1 of the Exchange Act, as amended.

common stock may be a “penny stock” if it meets one or more of the following conditions:

(i) the stock trades at a price less

than $5.00 per share;

(ii) it is not traded on a “recognized” national exchange;

(iii) it is not quoted on the Nasdaq Capital Market or,

even if so, has a price of less than $5.00 per share;

or (iv) is issued by a company that has been in business less than three years

with net tangible assets less than $5 million.

The principal result or effect of being designated a “penny stock”

is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations

set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange Act.

For example, Rule 15g-2 requires broker-dealers

dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually

signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the

investor’s account.

Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor

for transactions in such stocks before selling any penny stock to that investor.

This procedure requires the broker-dealer

(i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives;

(ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor

has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions;

(iii) provide

the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above;

receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial

situation, investment experience and investment objectives.

Compliance with these requirements may make it more difficult

and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market

or otherwise.

(iii) it is not quoted on the Nasdaq Capital

Market or, even if so, has a price of less than $5.00 per share;

or (iv) is issued by a company that has been in business less than three

years with net tangible assets less than $5 million.

The principal

result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common

stock will be subject to the “penny stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange

For example, Rule 15g-2 requires broker-dealers dealing

in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and

dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s

Moreover, Rule 15g-9 requires broker-dealers in penny

stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor.

procedure requires the broker-dealer to:

(i) obtain from the investor information concerning his or her financial situation, investment

experience and investment objectives;

(ii) reasonably determine, based on that information, that transactions in penny stocks are suitable

for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of

penny stock transactions;

(iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made

the determination in (ii) above;

and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately

reflects the investor’s financial situation, investment experience and investment objectives.

with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third

parties or to otherwise dispose of them in the market or otherwise.

FINRA sales practice requirements may also limit your ability

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stock, and thereby depress price of our common stock.

You may face significant restrictions on the resale of your

shares of our common stock due to state “blue sky” laws.

You may face significant restrictions on the resale of your shares

of our common stock due to state “blue sky” laws.

Each state has its own securities laws,

often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are

registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers

doing business directly or indirectly in the state.

Before a security is sold in a state, there must be a registration in place to cover

the transaction, or it must be exempt from registration.

often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered

in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business

directly or indirectly in the state.

Before a security is sold in a state, there must be a registration in place to cover the transaction,

or it must be exempt from registration.

The applicable broker-dealer must also be registered in that state.

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Volatility in our common stock price may subject us to securities

The market for our common stock may

have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile

than that of a seasoned issuer for the indefinite future.

In the past, plaintiffs have often initiated securities class action litigation

against a company following periods of volatility in the market price of its securities.

We may, in the future, be the target of similar

Securities litigation could result in substantial costs and liabilities and could divert management’s attention and

market for our common stock may have, when compared to seasoned issuers, significant price volatility and we expect that our share price

may continue to be more volatile than that of a seasoned issuer for the indefinite future.

In the past, plaintiffs have often initiated

securities class action litigation against a company following periods of volatility in the market price of its securities.

the future, be the target of similar litigation.

Securities litigation could result in substantial costs and liabilities and could

divert management’s attention and resources.

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

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will depend upon the receipt of dividends or other payments from Universe Travel.

Universe Travel may, from time to time, be subject

to restrictions on its ability to make distributions to us, including restrictions on the conversion of RMB into U.S.

dollars or other

hard currency and other regulatory restrictions.

investors may experience difficulties in attempting to

effect a service of process and enforce judgments based upon U.S.

Universe Travel may, from time to time, be subject to

restrictions on its ability to make distributions to us, including restrictions on the conversion of RMB into U.S.

dollars or other hard

currency and other regulatory restrictions.

investors may experience difficulties in attempting to effect

a service of process and enforce judgments based upon U.S.

Federal Securities Laws against the company and its non U.S.

officer and director.

resident officer

and director.

We are a Delaware corporation and, as

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court judgments based upon the civil liability provisions of the U.S.

federal securities

laws against any of the above referenced foreign persons in the United States;

federal securities laws against any of the above referenced foreign persons in the United States;

Enforce in foreign courts U.S.

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federal securities laws against the above foreign persons.

Shareholder claims that are common

in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or

practicality in China.

For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder

investigations or litigation outside China or otherwise with respect to foreign entities.

Although the local authorities in China may

establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border

supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States have not

been efficient in the absence of mutual and practical cooperation mechanism.

According to Article 177 of the PRC Securities Law, which

became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection

claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue

as a matter of law or practicality in China.

For example, in China, there are significant legal and other obstacles to obtaining information

needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities.

Although the local authorities

in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement

cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States

have not been efficient in the absence of mutual and practical cooperation mechanism.

According to Article 177 of the PRC Securities Law,

which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection

activities within the territory of the PRC.

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Further, there is uncertainty as to whether PRC courts would (i) recognize or enforce judgments of United States courts obtained

against us or our director and officer predicated upon the civil liability provisions of the securities laws of the United States or

any state in the United States, or (ii) entertain original actions brought in each respective jurisdiction against us or our director

and officer predicated upon the securities laws of the United States or any state in the United States.

The Company is selling shares without an underwriter and

may not be able to sell all or any of the shares offered herein.

Shares of common stock are hereby

being offered on our behalf by our officers and directors, on a best-efforts basis.

No broker-dealer has been retained as an underwriter

and no broker-dealer is under any obligation to purchase any shares of common stock.

There are no firm commitments to purchase

any of the shares in the direct public offering.

Consequently, there is no guarantee that the Company, through its officers

and directors, are capable of selling all, or any, of the shares of common stock offered hereby.

The sale of a small

number of shares increases the likelihood that no market will ever develop for our common stock.

We will likely need to raise

additional capital in the near future to finance our intended growth.

Unresolved Staff Comments

against us or our director and officer predicated upon the civil liability provisions of the securities laws of the United States or any

state in the United States, or (ii) entertain original actions brought in each respective jurisdiction against us or our director and

officer predicated upon the securities laws of the United States or any state in the United States.

Company is selling shares without an underwriter and may not be able to sell all or any of the shares offered herein.

common stock are hereby being offered on our behalf by our officers and directors, on a best-efforts basis.

No broker-dealer has

been retained as an underwriter and no broker-dealer is under any obligation to purchase any shares of

common stock.

There are no firm commitments to purchase any of the shares in the direct public offering.

Consequently, there

is no guarantee that the Company, through its officers and directors, are capable of selling all, or any, of the shares of

common stock offered hereby.

The sale of a small number of shares increases the likelihood that no market will ever develop

for our common stock.

We will likely need to raise additional capital in the near future to finance our intended growth.

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 1A. Risk Factors