What changed in this filing

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Item 1. Business

2023-04-17 compared with 2022-04-15 · 278 added, 220 removed, 815 unchanged (38% of the section changed)

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agreement (the “Share Exchange Agreement”) with Wetouch Holding Group Limited, a British Virgin Islands company incorporated

on August 14, 2020 under the laws of the British Virgin Islands (“BVI Wetouch”), and all the shareholders of BVI

Wetouch (each a “Shareholder” and collectively the “Shareholders”), to acquire all the issued and outstanding

capital stock of BVI Wetouch in exchange for the issuance to the Shareholders an aggregate of 28 million shares of our common stock (the

“Reverse Merger”).

on August 14, 2020 under the laws of the British Virgin Islands (“BVI Wetouch”), and all the shareholders of BVI Wetouch

(each a “Shareholder” and collectively the “Shareholders”), to acquire all the issued and outstanding capital

stock of BVI Wetouch in exchange for the issuance to the Shareholders an aggregate of 28 million shares of our common stock (the “Reverse

The Reverse Merger closed on October 9, 2020.

Immediately after the closing of the Reverse Merger, we

had a total of 31,396,394 issued and outstanding shares of common stock.

As a result of the Reverse Merger, BVI Wetouch is now our wholly-owned

Immediately after the closing of the Reverse Merger, we had a total of

31,396,394 issued and outstanding shares of common stock.

As a result of the Reverse Merger, BVI Wetouch is now our wholly-owned subsidiary.

our wholly-owned subsidiaries, we are engaged in the research, development, manufacturing, sales and servicing of medium to large sized

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approximately $37.9 million and $40.8 million, respectively, in revenues.

sell our touchscreen products both domestically in China and internationally, covering major areas in China, including but not limited

to the eastern, southern, northern and southwest regions of China, Taiwan, South Korea, and Germany.

We have established a strong and

diversified client base.

For the years ended December 31, 2021 and 2020, our domestic sales accounted for 66.7% and 68.4%, respectively,

of our revenues, and our international sales accounted for 33.3% and 31.6%, respectively, of our revenues.

sell our touchscreen products both domestically in China and internationally, covering major areas in China, including but not

limited to the eastern, southern, northern and southwest regions of China, Taiwan, South Korea, and Germany.

We believe that we have

established a strong and diversified client base.

For the years ended December 31, 2022 and 2021, our domestic sales accounted for

69.7% and 66.7%, respectively, of our revenues, and our international sales accounted for 30.3% and 33.3%, respectively, of our

were originally incorporated under the laws of the state of Nevada on August 31, 1992 as Gulf West Investment Properties, Inc, and were

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October 9, 2020, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with BVI Wetouch and all of

the BVI Wetouch Shareholders to acquire

all the issued and outstanding capital stock of BVI Wetouch in exchange for the issuance to the BVI Shareholders an aggregate of 28,000,000

shares of our common stock.

In the Reverse Merger, each ordinary share of BVI Wetouch was exchanged for 560 shares of common stock of

Immediately after the closing of the Reverse Merger on October 9, 2020, we had a total of 31,396,394 issued and outstanding

shares of common stock.

As a result of the Reverse Merger, BVI Wetouch is now our wholly-owned subsidiary.

the BVI Wetouch Shareholders to acquire all the issued and outstanding capital stock of BVI Wetouch in exchange for the issuance to the

BVI Shareholders an aggregate of 28,000,000 shares of our common stock.

In the Reverse Merger, each ordinary share of BVI Wetouch was

exchanged for 560 shares of common stock of Wetouch.

Immediately after the closing of the Reverse Merger on October 9, 2020, we had a

total of 31,396,394 issued and outstanding shares of common stock.

As a result of the Reverse Merger, BVI Wetouch is now our wholly-owned

October 12, 2020, Guangde Cai was appointed as an additional director and Chairman of the Company.

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the outstanding shares of BVI Wetouch, Hong Kong Wetouch and Sichuan Wetouch become our indirect wholly-owned subsidiaries.

of HK Wetouch

Kong Wetouch Technology Limited, a limited company organized under the laws of Hong Kong (“HK Wetouch”), an affiliate of

Guangde Cai, our Chairman and Director, was incorporated on December 3, 2020 under the laws of Hong Kong.

Guangde Cai, our former Chairman and Director, was incorporated on December 3, 2020 under the laws of Hong Kong.

HK Wetouch was established

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Vtouch”) in Chengdu, Sichuan, under the laws of The People’s Republic of China (“PRC”).

March 12, 2021, BVI Wetouch, the Company’s wholly owned subsidiary, acquired all

the outstanding shares of HK Wetouch from the sole shareholder of HK Wetouch, Guangde Cai, in consideration of the payment of HK$10,000

pursuant to instruments of transfer in accordance with Hong Kong law.

As a result of the acquisition, HK Wetouch became a wholly-owned

subsidiary of BVI Wetouch.

BVI Wetouch owns (i) all the outstanding shares of Hong Kong Wetouch, which, in turn, owns all the outstanding

shares of Sichuan Wetouch and (ii) all of the outstanding shares of HK Wetouch, which owns all the shares of Sichaun Vtouch Technology

Co., Ltd., a company incorporated under the laws of PRC

March 12, 2021, BVI Wetouch, the Company’s wholly owned subsidiary, acquired all the outstanding shares of HK Wetouch from the

sole shareholder of HK Wetouch, Guangde Cai, in consideration of the payment of HK$10,000 pursuant to instruments of transfer in accordance

with Hong Kong law.

As a result of the acquisition, HK Wetouch became a wholly-owned subsidiary of BVI Wetouch.

BVI Wetouch owns (i)

all the outstanding shares of Hong Kong Wetouch, which, in turn, owns all the outstanding shares of Sichuan Wetouch and (ii) all of the

outstanding shares of HK Wetouch, which owns all the shares of Sichuan Vtouch.

Leaseback Agreement

to local PRC government guidelines on local environmental issues and the national overall plan, Sichuan Wetouch is under the government-directed

relocation order to relocate no later than December 31, 2021 and received compensation accordingly.

March 16, 2021, Sichuan Wetouch entered into an Agreement of Compensation on Demolition (“Compensation Agreement”) with Sichuan

Renshou Shigao Tianfu Investment Co., Ltd, a limited company owned by the local government (Sichuan Renshou”), for the withdrawal

of our right to use of state-owned land and the demolition of all buildings, facilities and equipment on such land where we maintain

our executive offices, research and development facilities and factories at No.29, Third Main Avenue, Shigao Town, Renshou County, Meishan

City, Sichuan, China (the “Property”).

The Property, all buildings, facilities, equipment and all other appurtenances on

the Property are collectively referred to as “Properties”.

The Compensation Agreement was executed and delivered as a result

of guidelines (the “Guidelines”) published by the local government of with respect to local environmental issues and a national

overall plan on Tianfu New District, Meishan City, Sichuan, PRC.

In accordance with the Guidelines, a project named “Chaisang River

Ecological Wetland Park” is under construction in the areas where the manufacturing facilities and properties of the Company are

March 16, 2021, Sichuan Wetouch entered into an Agreement of Compensation on Demolition (“Compensation Agreement”) with Meishan

Huantian Industrial Co., Ltd, formerly named Sichuan Renshou Shigao Tianfu Investment Co., Ltd, a limited company owned by the local

government (“Sichuan Renshou”), for the withdrawal of our right to use of state-owned land and the demolition of all buildings,

facilities and equipment on such land where we maintain our executive offices, research and development facilities and factories at No.29,

Third Main Avenue, Shigao Town, Renshou County, Meishan City, Sichuan, China (the “Property”).

The Property, all buildings,

facilities, equipment and all other appurtenances on the Property are collectively referred to as “Properties”.

The Compensation

Agreement was executed and delivered as a result of guidelines (the “Guidelines”) published by the local government of with

respect to local environmental issues and a national overall plan on Tianfu New District, Meishan City, Sichuan, PRC.

In accordance with

the Guidelines, a project named “Chaisang River Ecological Wetland Park” is under construction in the areas where the manufacturing

facilities and properties of the Company are located.

As a result, Sichuan Wetouch must relocate.

In consideration for such relocation, the owner of the buildings on the state-owned

land will be compensated.

In consideration for such relocation,

the owner of the buildings on the state-owned land will be compensated.

order to minimize the interruption of our business, Sichuan Vtouch entered into a Leaseback Agreement with Sichuan Renshou on March 16,

The Leaseback Agreement entitles us to lease back the Properties commencing from April 1, 2021 until December 31, 2021, at a monthly

rent of RMB300,000 (approximately $46,154), which period has been extended to October 31, 2022.

rent of RMB300,000 (approximately $46,154), which period was extended to October 31, 2022.

On October 16, 2022, Sichuan Vtouch entered

an extension to the Leaseback Agreement with Sichuan Renshou to extend the period it granted Sichuan Vtouch to lease back the Properties

until October 31, 2023, at a monthly rent of RMB400,000 (approximately $59,941).

March 18, 2021, Sichuan Wetouch received a total amount of RMB115.2 million (approximately $17.7 million) as the total amount of compensation

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In addition, we expect

that this acquisition and construction will be completed prior to December 31, 2021, but there is no assurance and we may need extended

that this acquisition and construction will be completed prior to October 31, 2023, but there is no assurance and we may need extended

time to achieve our business plan.

Pursuant to local PRC government guidelines on local environment issues and the national overall plan,

Sichuan Wetouch was under the government directed relocation order to relocate no later than December 31, 2021 and was compensated for

Sichuan Wetouch was under the government directed relocation order to relocate no later than October 31, 2023 and was compensated for

RMB115.2 million ($17.8 million) from the local government for the withdrawal of the right to use of state-owned land and the demolition

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On June 18, 2021, Hong Kong Wetouch submitted its application for

dissolution, which requires approximately one year for governmental approval.

During such period, Hong Kong Wetouch is no longer engaged

in any operations.

In addition, as of March 31, 2021, Sichuan Wetouch’s business and operations have been assumed by Sichuan Vtouch.

dissolution and was dissolved on March 18, 2022.

In addition, as of March 31, 2021, Sichuan Wetouch’s business and operations have

been assumed by Sichuan Vtouch.

Resale Registration Statement

filed a Form S-1 registration statement with respect to the resale by 44 selling stockholders identified in the Annual Report for an

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January 7, 2021 (Registration No.

COVID-19 pandemic and resulting global disruptions have affected our businesses, as well as those of our customers and suppliers.

Private Sale of Shares

January 19, 2023, we sold an aggregate of 160,000,000 shares of the common stock of the Company for an aggregate purchase price of $40,000,000,

or $0.25 per share.

The net proceeds of the offering (after deducting legal and accounting fees and expenses) shall be used by the Company

for working capital and general corporate purposes and the repayment of debt.

Reverse Stock Split

February 17, 2023, the Board authorized a reverse stock split with a ratio of not less than one to five (1:5) and not more than one to

eighty (1:80), with the exact amount and the timing of the reverse stock split to be as determined by the Chairman of the Board.

such reverse stock split becoming effective, the number of authorized shares of the common stock of the Company will also be decreased

in the same ratio.

Director Appointment

February 17, 2023, the Board appointed Congjin Wang to serve as a member of the Board, the Audit Committee, the Compensation Committee

and as the Chairman of Nominating and Corporate Governance Committees of the Board.

On February 16, 2023, Jeffrey Kone resigned as a

member of the Board of the Company and as a member of the Audit Committee, Compensation Committee and Nominating and Governance Committee.

August 31, 2022, the Board appointed Fei Bai to serve a member of the Board and Chairman of the Board and appointed Xiaojin Tang to serve

as a member of the Board, the Audit Committee, the Chairman of Compensation Committee, and the Nominating and Corporate Governance Committee

of the Board.

On August 31, 2022, Guangde Cai resigned as a member of the Board and as the Chairman of the Board and Wei Wang resigned

as a member of the Board and the Audit Committee, the Chairman of the Compensation Committee, and the Nominating and Corporate Governance

Committee of the Board.

Placement Consent Agreement

March 18, 2023, we entered into an agreement with Craft Capital Management LLC and R.F.

Lafferty & Co., Inc.

(the “Representatives”)

pursuant to which the Representatives agreed to consent to the private placement described above, and we agreed to pay the Representatives

a fee of $1,200,000, payable only upon the closing of the underwritten offering.

If the underwritten offering is not completed by November

1, 2023, the Representatives reserve their rights to pursue any and all claims, actions or remedies available to them regarding the Private

Placement under the engagement between us and the Representatives.

COVID-19 pandemic and resulting global disruptions have affected our businesses, as well as those of our customers and suppliers significantly.

The spread of COVID-19 has caused significant disruption to society as a whole, including the workplace.

The resulting impact on the

global supply chain has disrupted most aspects of national and international commerce, with government-mandated social distancing measures

imposing stay-at-home and work-from-home orders in almost every country.

The effects of social distancing have shut down significant

parts of the local, regional, national, and international economies, for limited or extended periods of time, with the exception of government

designated essential services.

in the spring of 2021, China began to experience an increase of COVID-19 cases, and to some extent, local and national governments began

to take more restrictive measures to stem the spread of the virus, particularly from October to December 2021.

The Company has several

shutdowns during the year ended December 31, 2022.

serve our customers while also providing for the safety of our employees and service providers, we have modified numerous aspects of

our logistics, transportation, supply chain, purchasing, and after-sale processes.

Beginning in Q1 2020, we made numerous process updates

across our operations worldwide, and adapted our fulfillment network, to implement employee and customer safety measures, such as enhanced

cleaning and physical distancing, personal protective gear, disinfectant spraying, and temperature checks.

We will continue to prioritize

employee and customer safety and comply with evolving state and local standards as well as to implement standards or processes that we

determine to be in the best interests of our employees, customers, and communities.

to the COVID-19 pandemic, our subsidiary Sichuan Wetouch was temporarily shut down from early February 2020 to early March 2020 in accordance

with the requirement of the local governments.

Our business was negatively impacted and generated lower revenue and net income in 2020.

The Company has taken proactive measures to promote products to new customers and entering more regions during the twelve-month period

ended December 31, 2021.

The extent of the impact of COVID-19 on the Company’s results of operations and financial condition will

depend on the virus’ future developments, including the duration and spread of the outbreak and the impact on the Company’s

customers, which are still uncertain and cannot be reasonably estimated at this point of time.

The Company has taken proactive measures to promote

products to new customers and entering more regions during the year ended December 31, 2022.

The extent of the impact of COVID-19 on

the Company’s results of operations and financial condition will depend on the virus’ future developments, including the

duration and spread of the outbreak and the impact on the Company’s customers, which are still uncertain and cannot be reasonably

estimated at this point of time.

offer medium to large sized projected capacitive touchscreens, which can be categorized as set forth below:

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extensive coating, lithography and etching and has relatively low manufacturing cost.

of December 31, 2021, product types G+F+F and G+G constitute our main stream products, accounting for approximately an average

of 40.8% and 52.4%, respectively, of our total revenues, with product types G+F and P+G and other raw materials accounting

for 2,2%, 4.2% and 0.4%, respectively, of our total revenues.

As of December 31, 2020, product types G+F+F and G+G constitute

our main stream products, accounting for approximately an average of 42.08% and 51.53%, respectively, of our total revenues, with product

types P+G and G+F and other raw materials accounting for 4.26%, 2.10% and 0.03%, respectively, of our total revenues.

As of December

31, 2019, product types G+F+F and G+G constitute our main stream products, accounting for approximately an average of 42.93% and 47.96%,

respectively, of our total revenues, with product types P+G and G+F accounting for an average of 6.27% and 2.84%, respectively, of our

total revenues.

of December 31, 2022, product types G+F+F and G+G constitute our main stream products, accounting for approximately an average of 38.5%

and 52.68%, respectively, of our total revenues, with product types G+F and P+G and other raw materials accounting for 2.55%, 4.4% and

1.87%, respectively, of our total revenues.

As of December 31, 2021, product types G+F+F and G+G constitute our main stream products,

accounting for approximately an average of 40.8% and 52.4%, respectively, of our total revenues, with product types G+F and P+G and other

raw materials accounting for 2.2%, 4.2% and 0.4%, respectively, of our total revenues.

of the Company’s Products

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are widely used in these ticketing machines and kiosks.

the year ended December 31, 2021, we had approximately $11.6 million in revenues generated from the sales of automotive

touchscreens, accounting for 28.4% of our total revenues, with industrial HMI touchscreens accounting for 19.6%, gaming

touchscreens accounting for 14.3%, POS touchscreens for 15.4%, multi-functional printer touchscreens for 9.2%, medical

touchscreens for 12.8% and other touchscreen products (applied in financial terminals, ticket vending machines, and self-service

kiosks, etc.) accounting for 0.3% of our total revenues.

For the year ended December 31, 2020, we had approximately $10.2 million in

revenues generated from the sales of automotive touchscreens, accounting for 32.7% of our total revenues, with industrial HMI touchscreens

accounting for 20.1%, gaming touchscreens accounting for 14.9%, POS touchscreens for 13.2%, multi-functional printer touchscreens for

9.3%, medical touchscreens for 9.7% and other touchscreen products (applied in financial terminals, ticket vending machines, and self-service

kiosks, etc.) accounting for 0.1% of our total revenues.

For the year ended December 31, 2019, we had approximately $15.8 million in

revenues generated from the sales of automotive touchscreens, accounting for 39.6% of our total revenues, with industrial HMI touchscreens

accounting for 18.6%, gaming touchscreens accounting for 17.6%, POS touchscreens accounting for 9.9%, multi-functional printer touchscreens

accounting for 8.2%, medical touchscreens for 5.5% and other touchscreen products (applied in financial terminals, ticket vending machines,

and self-service kiosks, etc.) accounting for 0.6% of our total revenues.

have five (5) customers each accounting for more than 10% of our revenues in both 2019 and 2020.

For the year ended December 31, 2020,

we had a total number of 32 customers.

Our top five customers, namely (1) Siemens Industrial Automation Products (Chengdu) Co., Ltd.,

(2) E-Lead Electronic Co.

Ltd., (3) MultimediaLink Inc., Shenzhen Soling Industrial Co., Ltd., (4) Shanghai Sigang Electronics Co., Ltd.,

and (5) Suzhou Weinview Co., Ltd., accounted for 17.84%, 15.94%, 14.63%, 12.74% and 12.16%, respectively, of our total revenues.

the year ended December 31, 2019, we have a total number of 35 customers, and our top five customers, namely (1) MultimediaLink Inc.,

(2) E-Lead Electronic Co.

Ltd., (3) Siemens Industrial Automation Products (Chengdu) Co., Ltd., (4) Shenzhen Soling Industrial Co., Ltd.,

and (5) Suzhou Weinview Co., Ltd., accounted for 16.69%, 16.58%, 13.02%, 12.53% and 11.54%, respectively, of our total revenues.

of our agreements with these customers is subject to the similar terms of the framework agreements described below.

the year ended December 31, 2022, we had approximately $9.3 million in revenues generated from the sales of automotive touchscreens,

accounting for 24.5% of our total revenues, with industrial HMI touchscreens accounting for 21.1%, gaming touchscreens accounting for

13.7%, POS touchscreens for 17.3%, multi-functional printer touchscreens for 10.1%, medical touchscreens for 13.3% and other touchscreen

products (applied in financial terminals, ticket vending machines, and self-service kiosks, etc.) accounting for 0% of our total revenues.

For the year ended December 31, 2021, we had approximately $11.6 million in revenues generated from the sales of automotive touchscreens,

accounting for 28.4% of our total revenues, with industrial HMI touchscreens accounting for 19.6%, gaming touchscreens accounting for

14.3%, POS touchscreens for 15.4%, multi-functional printer touchscreens for 9.2%, medical touchscreens for 12.8% and other touchscreen

products (applied in financial terminals, ticket vending machines, and self-service kiosks, etc.) accounting for 0.3% of our total revenues.

have six (6) and five (5) customers each accounting for more than 10% of our revenues in 2022 and 2021, respectively.

the year ended December 31, 2022, we had a total number of 41 customers.

Our top six customers, namely (1) Siemens Industrial

Automation Products (Chengdu) Co., Ltd., (2) Shanghai Sigang Electronics Co., Ltd., (3) E-Lead Electronic Co.

MultimedialLink Inc., (5) Suzhou Weinview Co., Ltd., and (6) Canon (Suzhou) Ltd.

accounted for 21.2%, 16.1%, 14.8%, 13.7%, 11.9%

and 10.1%, respectively, of our total revenues.

the year ended December 31, 2021, we had a total number of 32 customers.

Our top five customers, namely (1) Siemens Industrial Automation

Products (Chengdu) Co., Ltd., (2) E-Lead Electronic Co.

Ltd., (3) Shanghai Sigang Electronics Co., Ltd., (4) MultimediaLink Inc., and

(5) Suzhou Weinview Co., Ltd., accounted for 19.53%, 17.33%, 14.53%, 14.24% and 11.13%, respectively, of our total revenues.

Considering Sichuan Wetouch’s business and operations have been assumed

by Sichuan Vtouch, Sichuan Vtouch entered into the above framework agreements, which were entered by Sichuan Wetouch previously, with

our top five customers on December 31, 2021.

material terms of the sales framework agreements with our top five customers provide:

term of each sales framework agreement is five (5) years, which may be renewed by a separate agreement upon expiration.

term of each sales framework agreement is four (4) years, which may be renewed by a separate agreement upon expiration.

minimum purchase amount for period from January 1 to December 31 each year.

to the annual increase of labor costs and other factors that may affect the Company’s business, the unit price of the same

product will be increased by 5% annually.

payment period is within 3 months upon delivery of the products and shall make full payments of previous purchase order first before

our delivery of products included in their next purchase order.

We are entitled to suspend delivery of products and receive a late

fee of 0.3% per day for each and every day delays of payment by customer after their receipt of payment notice.

If customer refuses

to make payments after thirty (30) days of receipt of payment notice, we have the right to bring a lawsuit against customer in the

competent court.

obligation to provide technique requirements for the purchased products and except for quality issues, no returns of the products

in line with customers designated techniques are allowed.

are required to provide products to customers pursuant to the delivery date, quantity and technique, requirements included in the

purchase orders and shall negotiate with customers if we are unable to so provide.

Failure to make prior negotiation thus causing

losses to customers, we are responsible for a late charge of 0.3% per day for each and every day delay of delivery.

We will send the price list to the customers at the beginning of each year.

The specific execution price is subject to the order signed by the parties.

We have the right to adjust the price due to the market or other factors.

When there is adjustment, we shall send a written notice of change of the price 30 days in advance.

For the first year, we grant the customers a credit limit of 1.5 million

and a credit line of 3 months.

During supply, the portion of payment that exceeds the credit line shall be paid before goods are delivered.

In the next year, the credit will be increased according to the sales of the previous year, which shall be subject to the negotiation

of both parties.

The customers shall make payment in full and on time according to the payment

method and time of the purchase order and shall not delay or refuse to pay.

If the customers fail to make payment within the agreed period

of the purchase order and still fail to make payment after being urged by us, we may stop the supply and have the right to demand payment

of a late fee of 0.3‰ of the contract amount per day from the customers;

If the customers still refuse to make payment after 30

days of notice from us, we have the right to file a lawsuit with the court.

The customers shall bear the litigation costs, lawyer’s fees,

and other debt recovery costs.

are required to provide products to customers pursuant to the delivery date and quantity, requirements included in the purchase

orders and shall negotiate with customers if we are unable to so provide.

The customers

are entitled to compensation of losses due to our failure to provide after-sale services.

violation of the terms of the agreements may result in the termination of the agreements and the breaching party shall be responsible

for all economic losses.

for all business and economic losses and legal liabilities arising therefrom.

Purchase Requirements

the material terms of our sales framework agreements with our major customers are identical, the minimum purchase amounts differ depending

on the particular customer.

If the customer fails to purchase the minimum purchase amount in the applicable agreement, the price charged

for our products will increase by at least 10% when the agreements are renewed after the term.

For MultimediaLink Inc.

and E-Lead Electronic

Although the material terms of our sales framework agreements with our

major customers are identical, the minimum purchase amounts differ depending on the particular customer.

If the customer fails to purchase

the minimum purchase amount in the applicable agreement, the customers will be deprived of the most favorable price treatment for the

following year and rebate rewards for the current year.

For E-Lead Electronic Co.

Ltd., the minimum purchase amounts are as follows, $9.5

$6 million for 2019, $7.5 million for 2020, $8.5 million for 2021, $9.5 million

for 2022, and $10.5 million for 2023.

For Shenzhen Soling Industrial Co., the minimum purchase amounts are approximately $7.8 million

for 2019, $9.2 million for 2020, $10.7 million for 2021, $11.4 million for 2022, and $12.1 million for 2023.

For Suzhou Weinview Co.,

Ltd., the minimum purchase amounts are approximately $5.0 million for 2019, $6.4 million for 2020, $7.8 million for 2021, $9.0 million

for 2022, and $10.0 million for 2023.

For Siemens Industrial Automation Products (Chengdu) Co., Ltd.

the minimum purchase amounts are

approximately $5.7 million for 2019, $7.1 million for 2020, $8.3 million for 2021, $9.2 million for 2022, and $10.2 million for 2023.

For Shanghai Sigang Electronics Co., Ltd., the minimum purchase amounts are approximately $5.7 million for 2019, $7.1 million for 2020,

$8.3 million for 2021, $9.2 million for 2022, and $10.0 million for 2023.

million for 2022, $10.5 million for 2023, $12 million for 2024, and $14 million for 2025.

For MultimediaLink Inc., the minimum purchase

amounts are as follows, $9.5 million for 2022, $10.5 million for 2023, $11.5 million for 2024, and $12.5 million for 2025.

Weinview Co., Ltd., the minimum purchase amounts are approximately $63 million for 2022, $70 million for 2023, $78 million for 2024, and

$85 million for 2025.

For Siemens Industrial Automation Products (Chengdu) Co., Ltd., the minimum purchase amounts are approximately $65

million for 2022, $72 million for 2023, $80 million for 2024, and $90 million for 2025.

For Shanghai Sigang Electronics Co., Ltd., the

minimum purchase amounts are approximately $65 million for 2022, $70 million for 2023, $75 million for 2024, and $80 million for 2025.

For Canon (Suzhou) Ltd., the minimum purchase amounts are approximately

$53 million for 2022, $60 million for 2023, $70 million for 2024, and $80 million for 2025.

2019, our PRC subsidiary has supplemental agreements to our sales framework agreements with five (5) customers, namely (1) MultimediaLink

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and our PRC subsidiary has always complied with all terms set forth in the frame agreements and purchase orders.

the year ended December 31, 2021, the revenues generated from our domestic customers amounted to approximately $27.2 million,

constituting approximately 66.7% of our total revenues, with overseas customers accounting for approximately $13.6 million,

constituting approximately 33.3% of our total revenues, respectively.

For the year ended December 31, 2020, the revenues

generated from our domestic customers amounted to approximately $21.4 million, constituting approximately 68.4% of our total

revenues, with overseas customers accounting for approximately $9.9 million, constituting approximately 31.6% of our total revenues,

respectively.

For the year ended December 31, 2019, the revenues generated from our domestic customers amounted to approximately

$26.5 million, constituting approximately 66.2% of our total revenues.

Revenues generated from our overseas customers amounted to

approximately $13.5 million, constituting approximately 33.8% of our total revenues.

the year ended December 31, 2022, the revenues generated from our domestic customers amounted to approximately $26.4 million, constituting

approximately 69.7% of our total revenues, with overseas customers accounting for approximately $11.5 million, constituting approximately

30.3% of our total revenues, respectively.

For the year ended December 31, 2021, the revenues generated from our domestic customers amounted

to approximately $27.2 million, constituting approximately 66.7% of our total revenues, with overseas customers accounting for approximately

$13.6 million, constituting approximately 33.3% of our total revenues, respectively..

PRC subsidiary has no supply agreements with our suppliers.

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place purchase orders with suppliers of raw materials for the production of our products.

In the past two and a half years, our PRC subsidiary

has entered into over twelve thousand purchase orders.

In the past three years, our PRC subsidiary

has entered into over 4,000 purchase orders.

The general terms of the purchase order include:

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we established healthy and stable relationships with our significant suppliers.

These suppliers, in the aggregate, accounted for over

30% of our raw material purchases both for the year ended December 31, 2021 and the year ended December 31, 2020.

years ended December 31, 2021 and 2020, three suppliers, Sichuan Jiahai Trading Co., Ltd, Xiamen Baijun Photoelectric Technology Co., Ltd, and Zhuhai Super-Win Electronics

Technology Co., Ltd, in the aggregate accounted for approximately 37.5% of our total raw material purchases.

Our PRC subsidiary does

not have supply agreements with any of them and all of our raw material procurement with them are processed through our PRC subsidiary’s

purchase orders.

There are no minimum purchase requirements with any of our suppliers, including these three significant ones.

The Company purchases its raw materials through various

Raw material purchases from these suppliers which individually exceeded 10% of the Company’s total raw material purchases,

accounted for approximately 47.2% (four suppliers) and 11.2% (one supplier) of the Company’s total raw material purchases for the

years ended December 31, 2022 and 2021, respectively.

Our PRC subsidiary does not have supply agreements with any of them and all of

our raw material procurement with them are processed through our PRC subsidiary’s purchase orders.

There are no minimum purchase

requirements with any of our suppliers, including these three significant ones.

purchase order forms with our significant suppliers contain the following identical material terms:

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As of the date of this Annual Report, we have one registered trademark in mainland

China and ten registered patents in the PRC under our former PRC subsidiary, Sichuan Wetouch.

China and eight registered patents in the PRC under our former PRC subsidiary, Sichuan Wetouch.

forth below is a detailed description of our current trademarks:

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ZL201420086995.3

cost capacitive touchscreen

years from Patent Application Date

ZL201120357365.1

touchscreen uneasily affected by external interference

years from Patent Application Date

ZL201420086995.3

tube support structure

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economy of scale lowers our cost and appeals to big clients with large quantity purchase orders;

centralized manufacturing facility enables us to produce all different products within the

same location with batch consistency and quality assurance;

proprietary technology allows us to produce touchscreens with high light-transmittance ratio

and stability, low maintenance with minimal or no need of recalibration after production,

long life span, anti-interference, anti-corrosion and multi-touch capability, supporting

up to 20 points of contact with the screen and 20 gestures, and in different structures and

sizes for a wide range of different applications.

centralized manufacturing facility enables us to produce all different products within the same location with batch consistency and

quality assurance;

proprietary technology allows us to produce touchscreens with high light-transmittance ratio and stability, low maintenance with

minimal or no need of recalibration after production, long life span, anti-interference, anti-corrosion and multi-touch capability,

supporting up to 20 points of contact with the screen and 20 gestures, and in different structures and sizes for a wide range of

different applications.

Growth Strategies

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the market, we plan to implement a series of initiatives to attract additional and retain mid- to high-level personnel, including

formulating a market-oriented employee compensation structure and implementing a standardized multi-level performance

review mechanism.

formulating a market-oriented employee compensation structure and implementing a standardized multi-level performance review mechanism.

markets for touchscreen products are highly competitive and subject to rapid technological change.

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several ministries and agencies under its authority, including the Ministry of Industry and Information Technology, State Administration

for Industry and Commerce (“SAIC”), the State Administration for Market Regulation and their respective local offices.

for Market Regulation (“SAMR”) and their respective local offices.

section sets forth a summary of the most significant rules and regulations that affect our business activities in the PRC.

103 unchanged sentences

criminal liabilities.

of the date of this prospectus, we are not aware of any warning, investigations, prosecutions, disputes, claims or other proceedings

of the date of this Annual Report, we are not aware of any warning, investigations, prosecutions, disputes, claims or other proceedings

in respect of customer rights protection, nor have we been punished or can foresee any punishment to be made by any government authorities

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are protected by the PRC Trademark Law adopted in 1982 and subsequently amended as well as the Implementation Regulations for the Trademark

Law of the PRC in 2002 and subsequently amended in 2014.

The Trademark Office under the SAIC handles trademark registrations.

can be registered for a term of ten years and can be extended for another ten years if requested upon expiry of the first or any renewed

ten-year term.

The PRC Trademark Law has adopted a “first-to-file” principle with respect to trademark registration.

a trademark for which a registration application has been made is identical or similar to another trademark which has already been registered

or been subject to a preliminary examination and approval for use on the same type of or similar commodities or services, the application

for such trademark registration may be rejected.

Any person applying for the registration of a trademark may not prejudice the existing

right first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has

already gained a “sufficient degree of reputation” through such another party’s use.

Trademark license agreements must

be filed with the Trademark Office or its regional offices.

As of September 30, 2021, we had 1 registered trademark in China.

Law of the PRC in 2002 and subsequently amended in 2014 and 2019.

The Trademark Office of the SAMR is responsible for the registration

and administration of trademarks and the Trademark Review and Adjudication Committee established by the SAMR is responsible for resolving

trademark disputes in China.

Registered trademarks are valid for ten years from the date the registration is approved.

A registrant may

apply to renew a registration within twelve months before the expiration date of the registration.

If the registrant fails to apply in

a timely manner, a grace period of six additional months may be granted.

If the registrant fails to apply before the grace period expires,

the registered trademark shall be deregistered.

Renewed registrations are valid for ten years.

In April 2014, the State Council issued

the revised Implementation of the Trademark Law, which specified the requirements of applying for trademark registration and review.

As of the date of this Annual Report, we had 1 registered trademark in China.

on Patent Law

to the PRC Patent Law (2008 Revision), the State Intellectual Property Office is responsible for administering patent law in China.

patent administration departments of the provincial, autonomous region, or municipal governments are responsible for administering patent

law within their respective jurisdictions.

The PRC patent system adopts a first-to-file principle, which means that when more than one

person files different patent applications for the same invention, only the person who files the application first is entitled to obtain

a patent of the invention.

To be patentable, an invention or a utility model must meet three criteria:

to the PRC Patent Law, which was issued by the Standing Committee of the National People’s Congress in 1984 and last amended on

October 17, 2020, effective on June 1, 2021, and Implementation Rules of the Patent Law of the People’s Republic of China, which

were promulgated by the State Council in 2001 and last amended on January 9, 2010.

Draft amendments to the Implementation Rules of the

Patent Law are currently under review.

The Patent Law and its implementation rules provide for three types of patents:

“utility model” and “design.” “Invention” refers to any new technical solution relating to a product,

a process or improvement thereof;

“utility model” refers to any new technical solution relating to the shape, structure,

or their combination, of a product, which is suitable for practical use;

and “design” refers to any new design of the whole

or partial shape, pattern, color or the combination of any two of them, of a product, that creates an aesthetical feeling and is suitable

for industrial application.

Invention patents are valid for 20 years, while design patents and utility model patents are valid for 15

years and 10 years, respectively, each calculated from the date of application.

To be patentable, invention or utility models must meet

three criteria:

novelty, inventiveness and practicability.

A patent is valid for twenty years in the case of an invention and ten years in the case of utility models and designs.

As of the date

of this prospectus, we had 10 registered patents under our former PRC subsidiary Sichuan Wetouch, which we are in the process of assigning

to our PRC subsidiary Sichuan Vtouch and 4 pending patents in China under our PRC subsidiary Sichuan Vtouch.

Except under certain specific circumstances provided by law, any third-party

user must obtain consent or a proper license from the patent owner to use the patent.

Otherwise, the use constitutes an infringement

of the patent rights.

As of the date of this Annual Report, we had 8 registered patents under our former PRC subsidiary Sichuan Wetouch,

which we are in the process of assigning to our PRC subsidiary Sichuan Vtouch and 4 pending patents in China under our PRC subsidiary

Sichuan Vtouch.

on Foreign Exchange

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as required under the SAFE Circular 37 and other related rules.

of the date of this prospectus, the PRC residents have either not completed, or have not applied for, foreign exchange registration under

the SAFE Circular 37 and other related rules.

Although they are either in the process of making foreign exchange registration or plan

to make foreign exchange registrations, they may still be faced with the above possible fines in accordance with the PRC Laws.

of the date of this Annual Report, the PRC residents have either not completed, or have not applied for, foreign exchange registration

under the SAFE Circular 37 and other related rules.

Although they are either in the process of making foreign exchange registration or

plan to make foreign exchange registrations, they may still be faced with the above possible fines in accordance with the PRC Laws.

on Dividend Distribution

12 unchanged sentences

in our common stock as a source for any future dividend income.

on M&A Rules and Overseas Listings

August 2006, six PRC governmental agencies jointly promulgated the Provisions on Foreign-funded Mergers and Acquisitions of Domestic

4 unchanged sentences

purpose vehicle’s securities on any stock exchange overseas.

application of the M&A Rules remains unclear.

We believe that, to our understanding, based on the current PRC laws, rules and regulations,

prior approval from the CSRC is not required under the M&A Rules for the listing and trading of our shares because (i) the CSRC currently

has not issued any definitive rule or interpretation concerning whether offerings under the document are subject to the M&A Rules;

(ii) the PRC subsidiary is directly established as wholly foreign-owned enterprises, and the Company has not acquired any equity interest

or assets of a PRC domestic company owned by PRC companies or individuals as defined under the M&A Rules that are the Company’s

beneficial owners after the effective date of the M&A Rules.

However, uncertainties still exist as to how the M&A Rules will

be interpreted and implemented and our opinions summarized above are subject to any new laws, rules and regulations or detailed implementations

and interpretations in any form relating to the M&A Rules.

M&A Rule further requires that the Ministry of Commerce, or MOFCOM, be notified in advance of any change-of-control transaction in

which a foreign investor acquires control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain

thresholds under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, issued by the State Council,

are triggered.

Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the NPC requires that transactions which are

deemed concentrations and involve parties with specified turnover thresholds be cleared by the MOFCOM before they can be completed.

December 24, 2021, the CSRC issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing

by Domestic Companies (Draft for Comments), or the Draft Overseas Listing Administration Provisions, and the Administrative Measures

for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Draft Overseas Listing

Filing Measures, which are open for public comments until January 23, 2022.

February 17, 2023, with the approval of the State Council, the CSRC released the Trial Administrative Measures of Overseas Securities

Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March

According to the Trial Measures, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly,

should fulfill the filing procedure and report relevant information to the CSRC;

(2) if the issuer meets both of the following conditions,

the overseas offering and listing shall be determined as an indirect overseas offering and listing by a domestic company:

the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year

accounts for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period;

(ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers

in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China;

and (3) where a domestic company

seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible

for all filing procedures with the CSRC, and where an issuer makes an application for initial public offering and listing in an overseas

market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.

the same day, the CSRC held a press conference for the release of the Trial Measures and issued the Notice on Administration for the

Filing of Overseas Offering and Listing by Domestic Companies, which, among others, clarifies that (1) a six-month transition period

will be granted to domestic companies which, prior to the effective date of the Trial Measures, have already obtained the approval from

overseas regulatory authorities or stock exchanges, such as completion of registration in the market of the United States, but have not

completed the indirect overseas listing;

and (2) domestic companies that have already submitted valid applications for overseas offering

and listing but have not obtained approval from overseas regulatory authorities or stock exchanges on or prior to the effective date

of the Trial Measures, may reasonably arrange the timing for submitting their filing applications with the CSRC, and shall complete the

filing before the completion of their overseas offering and listing.

March 16, 2007, the National People’s Congress promulgated the PRC Enterprise Income Tax Law, which was amended on February 24,

66 unchanged sentences

the social insurance plan and the housing fund plan for employees.

of April 15, 2022, we had 126 full-time employees.

of the date of this Annual Report, we had 126 full-time employees.

We have no part time employees or independent contractors.

None of our employees

are represented by a collective bargaining agreement, and we have never experienced any work stoppage.

We believe we have good relations

with our employees.

our employees are represented by a collective bargaining agreement, and we have never experienced any work stoppage.

We believe we have

good relations with our employees.

were incorporated in Nevada on August 31, 1992.

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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 1. Business