Form 10-12G ENTREPRENEUR UNIVERSE

History
of Our Company

We
were incorporated in the State of Nevada on April 21, 1999 under the name LE GOURMET CO, INC. Since our inception, the Company had the
following name changes: On March 17, 2003, to Estelle Reyna, Inc.; on September 11, 2003 to Karma Media, Inc.; on July 8, 2005 to Pitboss
Entertainment, Inc.; on March 3, 2006 to US Energy Holdings, Inc.; on December 20, 2006 to Lonestar Group Holdings Company; on November
9, 2007 to Guardian Angel Group, Inc.; and on May 18, 2011 to REE International, Inc.; and on March 23, 2020, the Company filed a Certificate
of Amendment to the Nevada Secretary of State amending Article I of its Articles of Incorporation changing the Company’s name to
Entrepreneur Universe Bright Group, with an effective date of April 3, 2020.

Lonestar
Group Holdings Company was a voluntary filer and filed a Form 15 with the Securities and Exchange Commission (“SEC”) on August
20, 2007.

In
July 2018, XTC Inc. (“XTC”), one of our shareholders, petitioned the Eight Judicial District Court in Clark County, Nevada
(the “Court”), for appointment as custodian of the Company. On September 4, 2018, the Court granted XTC custodianship of
the Company with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock and authorize
new classes of stock (the “Custodianship”).

Since
the Form 15 filing on August 20, 2007 and prior to the Custodianship, our management believes that we were inactive with no business
operations. In December 2018, XTC filed a Certificate of Revival for a revival of its charter, effective December 13, 2018, with the
Nevada Secretary of State. XTC acted together with MXD Inc. (“MXD”) to revive the Company and to get current. MXD is a private
company incorporated in the State of Colorado. As the president of XTC is also the president of MXD, the Company considered that the
XTC and MXD are under common control.

XTC
and MXD performed the following actions in its capacity as custodian:

On
December 18, 2018, we formed REE International, Inc. Colorado (“REE-CO”). On December 21, 2018, we entered into an Agreement
for Divestiture of Assets to Subsidiary with REE-CO, where all of our assets, liabilities, and business were transferred to REE-CO. in
exchange for 1,000 shares of REE-CO, and we became the parent company of REE-CO. Since then, we have no assets, liabilities and business.

On
December 28, 2018, we entered into a Sale and Purchase Agreement (the “SPA”) with XTC to transfer 1,000 common shares of
REE-CO to XTC at nil cash consideration (with XTC assuming all of the obligations and liabilities of REE-CO). Pursuant to the SPA, all
the assets and liabilities previously reported in our financial statements were acquired by XTC and all the continuing obligations assumed
were taken up by XTC. Since the closing of the SPA, REE-CO ceased to be a subsidiary of the Company on the same date., and we no longer
had any assets, liabilities and business.

In
consideration of the payments made to revive the Company and get current by the XTC and MXD, , we issued 1,000,000 shares of Series A
Preferred Stock to MXD on December 11, 2018 and issued 50,000 shares of Series B Preferred Stock to XTC on February 27, 2019, respectively.

On
March 5, 2019, the total authorized common stock of the Company was increased to 1,800,000,000.

On
April 24, 2019, XTC was discharged as custodian of the Company. Prior to the Custodianship and immediately before May 15, 2019, the Company
has abandoned all of its business operations.

On
May 15, 2019, 1,590,605,141 shares of our Common Stock was issued to MXD as consideration for its services to revive the Company and
get current.    On the same date, MXD and XTC agreed to voluntarily retire 1,000,000 Series A Preferred Stock and 50,000
shares of Series B Preferred Stock, respectively (the “Issuance”).

Immediately
after the Issuance, MXD entered into certain Sale and Purchase Agreements, dated May 15, 2019 (the “Stock Purchase Agreements”),
with Tethys Fountain Limited, New Finance Consultants Limited, Jia Wang, Jianyong Li, Haijun Jiang, Xuebin Wu and Fanfan Chen (collectively,
the “Purchasers”), to transfer all its 1,590,605,141 shares of common stock of the Company to the Purchasers in exchange
for an aggregate purchase price of $135,000. Upon the closing of the Stock Purchase Agreements, the Purchasers collectively owned 93.5%
of the issued and outstanding shares of the Company’s common stock, and Tethys Fountain Limited became the controlling shareholder
of the Company.

On
May 20, 2019, and as authorized by our board of directors, we begun our current business a marketing consulting company, as further described
in the section entitled “Item 1. Business – Business Overview” below.

Corporate
Structure

We
are a Nevada corporation but all of our business operations are conducted through our wholly-foreign owned Chinese subsidiary, Xian Yunchuang
Space Information Technology Co., Ltd. (formerly Entrepreneurship World Consultants Limited) in Xi’an, China (hereinafter referred
as “ECW-China” or “WFOE”). ECW-China is wholly-owned by our direct subsidiary, Entrepreneurship World Technology
Holding Group Company Limited, a Hong Kong limited company (“EWT-HK”). EWT-HK was incorporated by us on May 15, 2019 with
HK$10,000 as its registered capital as a holding company. ECW-China was incorporated on October 18, 2019 with HK$1,000,000 as its registered
capital. On May 7, 2020, we incorporated Xian Yunchuang Space Information Technology Co., Ltd, BaiYin Branch (formerly Entrepreneurship
World Consultants Limited, BaiYin Branch), with RMB900,000 as its registered capital, as an extension of business of ECW-China in Baiyin
District, Xi’an, China (“ECW-BY”).

Our
offices are located at Suite 907, Saigao City Plaza Building 2, No. 170, Weiyang Road, Xi’an, China, and our telephone number is
+86 400-6087979  . We maintain a website at https://www.overseacytx.com, however, our website or any information contained
therein on our website do not constitute a part of this registration statement.

Business
Overview

Our
current principal business activities of EUBG are providing consulting services and sourcing and marketing services in China. We provide
services aimed at connecting businesses with e-commerce platforms.   

Our
integrated service platform focuses on strategy marketing consulting. The establishment of our platform is to serve the digital marketing
strategy needs of the start-up business companies and small-size companies. We offer our digital marketing on e-commerce solution plan
to these companies in order for them to provide products to their customers. Our mission is to help start-up companies and small-size
companies and guide these companies’ founders in utilizing our digital marketing consulting plan to reach their business goals.
Our marketing consultation on e-commerce solution plan aim to bring online traffic and attention from the markets for our customers to
conduct their e-commerce and build their brands. Our customers are mainly private companies which need digital marketing services for
branding or engaging in e-commerce.

Except for the seven (7) trademarks owned by us, we do not own or control any intellectual property rights, such as patents, franchise or concessions, except the trademarks owned by the Company.

The company does not need any government approvals of principal services.

Our
main service is Marketing Consultancy, which includes Digital Marketing Consulting and KOL (Key Opinion Leaders) Training/Influencer
Training Coordination.

We
provide a full range of marketing consulting services to assist our clients and customers in selling their products. With our professional
knowledge and practical experience, we use various marketing methods (e.g. KOL) to increase brand awareness in the local market and ultimately
drive sales. We work outward from a client’s brand strategy and existing online assets to define the optimal digital footprint
for the brand.

Currently,
the Company provides substantial of our marketing consulting services through an e-commerce mobile application (“APP”) namely
“Chuangyetianxia”. The APP is developed by our related company (as described below in Relative Party Transaction), Xi’an
Chuangyetianxia Network Technology Co., Ltd. (“Xi’an CNT”), a limited liability company established in the Peoples’
Republic of China (“PRC” or “China”).

The
future of our Marketing Consulting Services will include, but is not limited to: Diagnosing marketing strategy options, assisting in
establishing complete marketing system, positioning branding, branding image design and broadcasting, online and off-line sales channel
setup, products development plans, marketing model setup, choosing e-commerce platform, proposing digital marketing projects, enhancing
e-commerce traffic, and acting as sales agent for our clients, and business marketing training (marketing strategy, sales techniques,
customer services, management knowledges, e-commerce traffic generating, and KOL training etc.)

The
core advantage of Influencer Marketing (Influencer Marketing) is the precise market positioning and exposure to tens of thousands of
target audiences in a short period of time. According to recent survey data conducted by ChiefMarketer, 75% of marketers adopt the strategy
of online influencer marketing, and 43% of them plan to increase their investment in this area in 2019 (Source: ChiefMarkerter, https://www.chiefmarketer.com/majority-marketers-use-influencers-survey/).
Enterprises choose to cooperate with the brand and have a level of follower influence. The influencer then introduces and recommends
those companies products to their followers through creative video content on a social media platform on a professional platform.

An
influencer has an excellent ability to generate content, and enjoys creativity, content creation, and sharing audience. If influencers
know their followers well, care about their feelings, and know what content to post, it is more effective for the followers. If the influencers
and the client’s branding match accurately, the communication and cooperation between the two parties would work smoothly.

The
word “influencer” as it is used in China is broad and applies to people who are bloggers, online content creators, vloggers
and live streamers, as well as traditional celebrities. China has its own terminology to refer to an influencer marketing practitioner:
key opinion leader (KOL) or “wang-hong,” which is the romanization of the Mandarin pronunciation for “online celebrity.”

Chinese
users behave differently when it comes to taking advice. Instead of depending on search engines, Chinese users value advice from sources
such as their peers, friends, bloggers and celebrities also known as KOL (Key Opinion Leaders). Much like influencers in the Western
world, KOLs are very crucial in the overall digital marketing approach in China. An industry of “wang-hong incubators” or
“KOL academies” is thriving to meet the flood of KOL aspirants. Currently, we cooperate with third party live-broadcasting
training agencies to coordinate, recruit and enroll KOL students in various training programs in professional anchor quality. Such programs
are able to qualify the trainees to obtain anchor licenses/permits before they broadcast on the internet. The future plan of our KOL
Training Coordination Services will include: Individual KOL training – providing training sites, positioning KOLs individually
according to their personality and appearance, languages and body languages training, one-on-one contents operation training, IP packaging,
and their channel operation supporting. We also work with our clients to provide the training classes in training their own potential
KOL candidates.

Industry
Overview

The
marketing consultation industry in China is a thriving market. Recent projections from an analysis report “China’s Marketing
Consultation Industry Market Research and Prospect Forecast Analysis Report (2021 – 2026)” by Gaozhan Consultancy indicate
that the aggregate revenue in the industry amounts to USD 2,000,000,000 of sales as in 2019 and is expected to grow to USD 2,700,000,000
in 2026, though the market was affected by the COVID-19 pandemic and was reduced to USD 180,000,000 in 2020¹.

Chart
1: China Marketing Consultation Industry Market Size Forecast (2017 – 2020) RMB (a hundred million)

Source:
China’s Marketing Consultation Industry Market Research and Prospect Forecast Analysis Report (2021 – 2026)”
by Gaozhan Consultancy

¹ Figures
provided by Gaozhan Consultancy, China’s Marketing Consultation Industry Market Research and Prospect Forecast Analysis Report
(2021 – 2026)” , www.gaozhanzx.com

Chart
2: China Marketing Consultation Industry Market Size Forecast (2021 – 2016) RMB (a hundred million)

Source:
China’s Marketing Consultation Industry Market Research and Prospect Forecast Analysis Report (2021 – 2026)”
by Gaozhan Consultancy

Pursuant
to the analysis report by Gaozhan Consultancy, there are four reasons that the marketing consultation industry will keep grow in the
next 5 years²:

Our
Strategy

We
work closely with Xi’an CNT for using the application (“APP”) “Chuangyetianxia” as the platform to provide
our marketing consulting services to our customers.

We
also cooperate with third party live-broadcasting training agencies to coordinate, recruit and enroll KOL students in various training
programs in professional anchor quality.

Our
business objective is to generate revenues based on providing our digital marketing consultation and to maintain and grow ultimate user
group for our clients.

Our
target market is the start-up and small-size companies mainly situation in China which needs to upgrade their traditional marketing plan
to digital marketing and establishing their brand names and exploit products market in the digital world and specified target audiences.

² See
page 64 of the above report  

We
seek to leverage our marketing management’s experience to expand our consumer base, starting with start-ups and small-size corporate
clients. Our customers are from different market sectors including but not limited to online education, biotechnology, health care products,
and agriculture technology products.

Potential
competitors 

There
are more than 39,000 marketing consultancy companies in China in 2020 (Source: page 57, China’s Marketing Consultation Industry
Market Research and Prospect Forecast Analysis Report (2021 – 2026)” by Gaozhan Consultancy). We are operating in a highly
competitors in the consulting market, given the highly competitive environment we operate in, from both existing competitors and new
market entrants. Our main competitors include: Soplan (索象), Han-Consulting (汉哲), Osens (欧赛斯)，Bayii
(倍壹), Huayuhua (华与华)，SEMTIME, and Caina (采纳). However, none of these companies
are applying the apps to other app platform as we do. Those competitors are not using the methods to connect different platforms together
to bring traffics to another platform. Though we believe that we are the pioneer in using this strategy, these competitors may adopt
the same method for their clients.

Key
Factors that Affect Operating Results

We
believe the following key factors may affect our financial condition and results of operations:   

Our
success depends on our ability to acquire clients effectively

Our
ability to increase our revenue largely depends on our ability to attract and engage potential clients. Our sales and marketing efforts
include those related to client acquisition and retention, and general marketing. We intend to continue to dedicate significant resources
to our sales and marketing efforts and constantly seek to improve the effectiveness of these efforts to grow our revenues.

Our
client acquisition channels primarily include our sales and marketing campaigns and existing client referrals. In order to acquire clients,
we have made significant efforts in building mutually beneficial long-term relationships with local government and local business associations.
In addition, we also market our services through the influence of our founder and CEO, Mr. Guolin Tao, who is a well-known entrepreneur
in China. If any of our current client acquisition channels becomes less effective, or if we are unable to continue to use any of these
channels, we may not be able to attract new clients in a cost-effective manner or convert potential clients into active clients and may
even lose our existing clients to our competitors. To the extent that our current client acquisition and retention efforts becomes less
effective, our service revenue may be significantly impacted, which would have a significant adverse effect on our revenues, financial
condition and results of operations.

Our
current operation depends on two major customers

For
the year ended December 31, 2020, the customers for the Company that constitutes a greater-than ten percent (10%) contribution to gross
revenues are Beijing Borui Siyuan Network Technology Co., Ltd. (54%), and Shangxi Dachun Culture Communication Ltd. (17%), both are conducting
online education business. We are currently in the process of diversifying our customers to attract more customers other than doing online
education business. There is a risk to the Company’s revenue in case these two major customers decided to terminate the services
with us which will significantly harm our business.

A
severe or prolonged slowdown in the global or Chinese economy could materially and adversely affect our business and our financial condition.

The
rapid growth of the Chinese economy has slowed down since 2012 and such slowdown may continue in the future. There is considerable uncertainty
over the trade conflicts between the United States and China and the long-term effects of the expansionary monetary and fiscal policies
adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and
China; the withdrawal of these expansionary monetary and fiscal policies could lead to a contraction. There continue to be concerns over
unrest and terrorist threats in the Middle East, Europe, and Africa, which have resulted in volatility in oil and other markets. There
are also concerns about the relationship among China and other Asian countries, which may result in or intensify potential conflicts
in relation to territorial disputes. The eruption of armed conflict could adversely affect global or Chinese discretionary spending,
either of which could have a material and adverse effect on our business, results of operation in financial condition. Economic conditions
in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected
or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy would likely materially
and adversely affect our business, results of operations and financial condition. In addition, continued turbulence in the international
markets may adversely affect our ability to access capital markets to meet liquidity needs.

Our
services depend on our ability to retain our cooperation with Xi’an CNT

To
stabilize our services, we provide a substantial portion of our marketing consulting services through an e-commerce APP namely “Chuangyetianxia”.
The APP is developed by our related company, Xi’an CNT. Our customers who completed the transactions through the APP of Xi’an
CNT share their profits with us for a certain percentage the revenue they earned. In case Xi’an CNT suspends the APP or anything
occurred which prevents its normal operation, our revenue will be significantly affected.

The
impact from COVID-19 could materially and adversely affect our business and our financial condition.

In
early January of 2020, a novel coronavirus (“COVID-19”) outbreak took place in Wuhan, China. Subsequently, it has spread
rapidly to Asia and other parts of the world. The COVID-19 outbreak has resulted in widespread economic disruptions in China, as well
as stringent government measures by the Chinese government to contain its transmissions including quarantines, travel restrictions, and
temporary closures of non-essential businesses in China and elsewhere. The outbreak in China mainly occurred in the first quarter of
2020, and it gradually stabilized and business activities started to resume under the guidance and support of the government since late
second quarter of 2020.

All
of our revenues and operations are concentrated in China. Consequently, our results of operations and financial performances have been
affected in 2020. Due to the government restrictions, we were prevented from arranging offline activities from late January to May 2020,
resulting in cancellations or postponements of marketing efforts of our customers. In addition, due to widespread economic disruptions
during the outbreak, demand for our consulting services to small and medium-sized enterprises were also adversely affected.

As
of December 31, 2020, the COVID-19 outbreak in China appears to be generally under control and business activities have recovered on
the whole, and we have resumed contacting potential customers since June 2020, the aforementioned negative impact has been further improved
since the third quarter of 2020, when the outbreak became more stabilized in China and other regions in the world. However, sporadic
cases are found throughout the first half year of 2021 in China. Due to the uncertainty on future developments, which cannot be predicted
with confidence at this time, we are not able to assess the overall or long-term effect the outbreak may have on our financial results
and business operations.

Licenses,
Permits and Government Regulations

PRC
Legal System

The
PRC legal system is a civil law system based on the PRC Constitution and is made up of written laws, regulations and directives. Unlike
in the US where the law built partly upon decisions of common law cases, court cases in the PRC do not constitute binding precedents.
The governmental directives are organized in the following hierarchy.

The
National People’s Congress of the PRC (“NPC”) and the Standing Committee of the NPC are empowered by the PRC Constitution
to exercise the legislative power of the state. The NPC has the power to amend the PRC Constitution and to enact and amend primary laws
governing the state organs and civil and criminal matters. The Standing Committee of the NPC is empowered to interpret, enact and amend
laws other than those required to be enacted by the NPC.

The
State Council of the PRC is the highest organ of state administration and has the power to enact administrative rules and regulations.
Ministries and commissions under the State Council of the PRC are also vested with the power to issue orders, directives and regulations
within the jurisdiction of their respective departments. Administrative rules, regulations, directives and orders promulgated by the
State Council and its ministries and commissions must not be in conflict with the PRC Constitution or the national laws and, in the event
that any conflict arises, the Standing Committee of the NPC has the power to annul such administrative rules, regulations, directives
and orders.

At
the regional level, the people’s congresses of provinces and municipalities and their standing committees may enact local rules
and regulations and the people’s government may promulgate administrative rules and directives applicable to their own administrative
area. These local laws and regulations may not be in conflict with the PRC Constitution, any national laws or any administrative rules
and regulations promulgated by the State Council.

Rules,
regulations or directives may be enacted or issued at the provincial or municipal level or by the State Council of the PRC or its ministries
and commissions in the first instance for experimental purposes. After sufficient experience has been gained, the State Council may submit
legislative proposals to be considered by the NPC or the Standing Committee of the NPC for enactment at the national level.

Governmental
Regulations in Relation to the Company’s Businesses

This
section set forth a summary of the principal PRC laws and regulations relevant to our business and operations in China.

Regulations
Related to Foreign Investment

Guidance
Catalogue of Industries for Foreign Investment

Investment
activities in the PRC by foreign investors are principally governed by the Guidance Catalogue of Industries for Foreign Investment,
or the Guidance Catalog, which was promulgated and is amended from time to time by Ministry of Commerce, or MOFCOM, and the National
Development and Reform Commission, or NDRC. The Guidance Catalog lays out the basic framework for foreign investment in China, classifying
businesses into three categories with regard to foreign investment: “encourage,” “restricted” and “prohibited.”
Industries not listed in the catalog are generally deemed as falling into a fourth category “permitted” unless specifically
restricted by other PRC laws.

In
addition, in June 2018 the MOFCOM and the NDRC promulgated the Special Management Measures (Negative List) for the Access of
Foreign Investment, or the Negative List, which became effective on July 28, 2018 and was further updated on June 30, 2019 and June
23, 2020.

Foreign
Investment Law

On
March 15, 2019, the National People’s Congress approved the Foreign Investment Law of the PRC, or the Foreign
Investment Law, which came into effect on January 1, 2020 and replaced the trio of existing laws regulating foreign investment in China,
namely, the Sino-foreign Equity Joint Venture Enterprise Law of the PRC, the Sino-foreign Cooperative Joint Venture
Enterprise Law of the PRC and the Wholly Foreign-invested Enterprise Law of the PRC, together with their implementation
rules and ancillary regulations. The organization form, organization and activities of foreign-invested enterprises shall be governed,
among others, by the PRC Company Law and the PRC Partnership Enterprise Law. Foreign-invested enterprises
established before the implementation of the Foreign Investment Law may retain the original business organization and so on within five
years after the implementation of this Law.

The
Foreign Investment Law is formulated to further expand opening-up, vigorously promote foreign investment and protect the legitimate rights
and interests of foreign investors. According to the Foreign Investment Law, foreign investments are entitled to pre-entry national treatment
and are subject to negative list management system. The pre-entry national treatment means that the treatment given to foreign investors
and their investments at the stage of investment access shall not be less favorable than that of domestic investors and their investments.
The negative list management system means that the state implements special administrative measures for access of foreign investment
in specific fields.

Foreign
investors’ investment, earnings and other legitimate rights and interests within the territory of China shall be protected in accordance
with the law, and all national policies on supporting the development of enterprises shall equally apply to foreign-invested enterprises.
Among others, the state guarantees that foreign-invested enterprises participate in the formulation of standards in an equal manner and
that foreign-invested enterprises participate in government procurement activities through fair competition in accordance with the law.
Further, the state shall not expropriate any foreign investment except under special circumstances. In special circumstances, the state
may levy or expropriate the investment of foreign investors in accordance with the law for the needs of the public interest. The expropriation
and requisition shall be conducted in accordance with legal procedures and timely and reasonable compensation shall be given. In carrying
out business activities, foreign-invested enterprises shall comply with relevant provisions on labor protection. 

The Implementation
Regulations of Foreign Investment Law of the PRC, adopted by the State Council on December 26, 2019 and came into effect on January
1, 2020, provides implementing measures and detailed rules to ensure the effective implementation of the Foreign Investment Law.

Regulations
Related to Mobile Internet Applications Information Services

Mobile
Internet applications and application stores are specifically regulated by the Administrative Provisions on Mobile Internet Applications
Information Services, or the App Provisions, which were promulgated by the Cyberspace Administration of China, or the CAC, on June
28, 2016, and became effective on August 1, 2016. Pursuant to the App Provisions, application information service providers shall obtain
the relevant qualifications prescribed by laws and regulations, strictly implement their information security management responsibilities
and carry out certain duties, including establishing and completing user information security protection mechanism and information content
inspection and management mechanisms, protect users’ right to know and to choose in the process of usage, and to record and preserve
users’ daily usage information for at least 60 days. Furthermore, internet application store service providers and internet application
information service providers shall sign service agreements to determinate both sides’ rights and obligations.

In
addition, on December 16, 2016, the MIIT promulgated the Interim Measures on the Administration of Pre-Installation and Distribution
of Applications for Mobile Smart Terminals, or the App Interim Measures, which took effect on July 1, 2017. The App Interim Measures
requires, among others, that internet information service providers must ensure that a mobile application, as well as its ancillary resource
files, configuration files and user data can be uninstalled by a user on a convenient basis, unless it is a basic function software,
which refers to a software that supports the normal functioning of hardware and operating system of a mobile smart device.

Neither
the App Provisions nor the App Interim Measures, however, has further clarified the scope of “information services,” neither
do they specify what “relevant qualification(s)” that an app owner/operator must obtain. In practice, operational activities
of a company conducted through an app is currently subject to the supervisions of local departments of the Information Communications
Administration, and often, the local departments differentiate the operational activities conducted through websites and through apps.

As
a marketing consulting services company providing sourcing and marketing service, we do not believe that we are subject to these regulations.
However, there can be no assurance that the PRC government will ultimately take a view that is consistent with ours.    

Regulations
Related to Online Transmission of Audio-Visual Programs

On
April 13, 2005, the State Council promulgated the Certain Decisions on the Entry of the Non-state-owned Capital into the Cultural
Industry. On July 6, 2005, five PRC governmental authorities, including the Ministry of Culture, or the MOC, the State Administration
of Radio, Film and Television, or the SARFT (the predecessor of the National Radio and Television Administration, or NRTA), the General
Administration of Press and Publication, or the GAPP, the China Securities Regulatory Commission, or the CSRC and the MOFCOM, jointly
adopted the Several Opinions on Canvassing Foreign Investment into the Cultural Sector. Under these provisions, non-state
owned capital and foreign investors are prohibited from engaging in the business of distributing audio-visual programs through information
networks.

To
further regulate the provision of audio-visual program services to the public via the internet, including through mobile networks, within
the territory of the PRC, the SARFT and the MIIT jointly promulgated the Administrative Provisions on Internet Audio-Visual Program
Service, or the Audio-Visual Program Provisions, on December 20, 2007, which took effect on January 31, 2008 and subsequently amended
on August 28, 2015. Pursuant to the Audio-Visual Program Provisions, Internet audio-visual program services refer to activities of making,
redacting and integrating audio-visual programs, providing them to the general public via the Internet, and providing platforms for uploading
and spreading audio-visual programs. Providers of internet audio-visual program services are required to obtain the Audio-Visual License
issued by SARFT, or complete certain registration procedures with SARFT. In general, providers of internet audio-visual program services
must be either state-owned or state-controlled entities, and the business to be carried out by such providers must satisfy the overall
planning and guidance catalog for internet audio-visual program service determined by SARFT. Our VIE is neither state-owned nor state-controlled,
therefore it is unlikely that it will be able to obtain the Audio-Visual License if required to do so. Whoever engages in Internet audio-visual
program service without the license or registration, the competent authorities shall give it/him an admonition and order it/him to correct,
and may impose a fine of not more than RMB30,000 (approximately US$4,348); if the circumstances are serious, a punishment shall be imposed
in accordance with the provision of Article 47 of the Radio and Television Administration Regulation.

On
May 21, 2008, SARFT issued a Notice on Relevant Issues Concerning Application and Approval of License for the Online Transmission
of Audio-Visual Programs, as amended on August 28, 2015, which further set out detailed provisions concerning the application and
approval process regarding the Audio-Visual License. Further, on March 31, 2009, SARFT promulgated the Notice on Strengthening
the Administration of the Content of Internet Audio-Visual Programs, which reiterates the pre-approval requirements for the audio-visual
programs transmitted via the internet, including through mobile networks, where applicable, and prohibits certain types of internet audio-visual
programs containing violence, pornography, gambling, terrorism, superstition or other similarly prohibited elements.

On
March 17, 2010, the SARFT issued the Internet Audio-visual Program Services Categories (Provisional), or the Provisional
Categories, as amended on March 10, 2017. According to the Provisional Categories, there are four categories of internet audio-visual
program services which are further divided into seventeen sub-categories. The third sub-category to the second category covers the making
and editing of certain specialized audio-visual programs concerning, among other things, finance and educational content, and broadcasting
such content to the general public online. However, there are still significant uncertainties relating to the interpretation and implementation
of the Audio-Visual Program Provisions, in particular, the scope of “internet audio-visual programs”.

In
addition, the Notice concerning Strengthening the Administration of the Streaming Service of Online Audio-Visual Programs promulgated
by the State Administration of Press and Publication Radio, Film and Television, or the SAPPRFT (the predecessor of NRTA) on September
2, 2016 emphasizes that, unless a specific license is granted, audio-visual programs service provider is forbidden from engaging in live
streaming on major political, military, economic, social, cultural and sports events. On November 4, 2016, the State Internet Information
Office promulgated the Administrative Provisions on Internet Live-Streaming Services, or Internet Live-Streaming Services
Provisions, which came into effect on December 1, 2016. According to the Internet Live-Streaming Services Provisions, an internet live-streaming
service provider shall (a) establish a live-streaming content review platform; (b) conduct authentication registration of internet live-streaming
issuers based on their identity certificates, business licenses and organization code certificates; and (c) enter into a service agreement
with internet live-streaming services user to specify both parties’ rights and obligations.

On
March 16, 2018, the SAPPRFT issued the Notice on Further Regulating the Transmission Order of Internet Audio-Visual Programs,
which requires that, among others, audio-visual platforms shall: (i) not produce or transmit programs intended to parody or denigrate
classic works, (ii) not re-edit, re-dub, re-caption or otherwise.

As
a marketing consulting services company providing sourcing and marketing service, we do not believe that we are subject to these regulations.
However, there can be no assurance that the PRC government will ultimately take a view that is consistent with ours.  

Regulations
Related to Information Security

Internet
content in China is regulated and restricted from a state security standpoint. The Standing Committee of the National People’s
Congress, or the SCNPC, enacted the Decisions on the Maintenance of Internet Security on December 28, 2000, which was
amended on August 27, 2009, that may subject persons to criminal liabilities in China for any attempt to: (i) gain improper entry to
a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread
false commercial information or (v) infringe upon intellectual property rights. In 1997, Ministry of Public Security, or the MPS, issued
the Administration Measures on the Security Protection of Computer Information Network with International Connections, which
were amended by the State Council on January 8, 2011 and prohibit using the Internet in ways which, among others, result in a leakage
of state secrets or a spread of socially destabilizing content. The MPS has supervision and inspection powers in this regard, and relevant
local security bureaus may also have jurisdiction. On December 13, 2005, the MPS promulgated Regulations on Technological Measures
for Internet Security Protection, or the Internet Protection Measures, which took effect on March 1, 2006 and requires internet service
providers to take proper measures including anti-virus, data back-up and other related measures, to keep records of certain information
about its users (including user registration information, log-in and log-out time, IP address, content and time of posts by users) for
at least 60 days, and to detect illegal information, stop transmission of such information, and keep relevant records. If an ICP License
holder violates these measures, the PRC government may revoke its ICP License and shut down its websites.

In
November 2016, the SCNPC promulgated the Cyber Security Law of the PRC, or the Cyber Security Law, which became effective
on June 1, 2017 and requires network operators to perform certain functions related to cyber security protection and the strengthening
of network information management. For instance, under the Cyber Security Law, network operators of key information infrastructure shall
store within the territory of the PRC all the personal information and important data collected and produced within the territory of
PRC and their purchase of network products and services that may affect national securities shall be subject to national cybersecurity
review. On April 13, 2020, the CAC and other 11 Commissions, Ministries and Administrations, jointly issued the Measures for
Cybersecurity Review, which took effect on June 1, 2020, to provide for more detailed rules regarding cybersecurity review requirements.

On
March 13, 2019, the SAMR and the CAC jointly promulgated the Announcement on the Implementation of App Security Certification,
or the Implementation Announcement, according to which, the China Cyber Security Review Technology and Certification Center shall be
responsible for app security certification work, and app operators are encouraged to undergo such security certification voluntarily;
search engines, app stores, among others, are encouraged to clearly mark and give priority to recommend certified apps. As an attachment
to the Implementation Announcement, the Implementation Rules of App Security Certification, which came into effect on March
15, 2019, stipulated specific certification procedures, post-certification supervision and management of app security certifications.

As
a marketing consulting services company providing sourcing and marketing service, we do not believe that we are subject to these regulations.
However, there can be no assurance that the PRC government will ultimately take a view that is consistent with ours.  

Regulations
Related to Internet Privacy Protection

Pursuant
to the Internet Protection Measures, Internet services providers are prohibited from unauthorized disclosure of users’ information
to any third parties unless such disclosure is required by the laws and regulations. They are further required to establish management
systems and take technological measures to safeguard the freedom and secrecy of the users’ correspondences.

On
December 28, 2012, the SCNPC promulgated the Decision on Strengthening Network Information Protection, which took into effect
on the same date, to enhance the legal protection of information security and privacy on the internet. On July 16, 2013, the MIIT promulgated
the Provisions on Protection of Personal Information of Telecommunication and Internet Users, which took into effect on September
1, 2013, to regulate the collection and use of users’ personal information in the provision of telecommunication services and internet
information services in China and the personal information includes a user’s name, birth date, identification card number, address,
phone number, account name, password and other information that can be used independently or in combination with other information for
identifying a user.

On
December 29, 2011, the MIIT promulgated the Several Provisions on Regulation of the Order of Internet Information Service Market,
which took into effect on March 15, 2012. The Provisions stipulate that without the consent of users, internet information service providers
shall not collect information relevant to the users that can lead to the recognition of the identity of the users independently or in
combination with other information, nor shall they provide the information to others, unless otherwise provided by laws and administrative
regulations.

On
May 8, 2017, the Supreme People’s Court and the Supreme People’s Procuratorate released the Interpretations of the
Supreme People’s Court and the Supreme People’s Procuratorate on Several Issues Concerning the Application of Law in the
Handling of Criminal Cases Involving Infringement of Citizens’ Personal Information, or the Interpretations, which took into
effect on June 1, 2017. The Interpretations clarify several concepts regarding the crime of “infringement of citizens’ personal
information” stipulated by Article 253A of the Criminal Law of the PRC, including “citizen’s personal information”,
“provision”, and “unlawful acquisition”. Also, the Interpretations specify the standards for determining “serious
circumstances” and “particularly serious circumstances” of this crime.

On
January 23, 2019, the CAC, the MIIT, the MPS and the SAMR jointly issued the Notice on Special Governance of Illegal Collection
and Use of Personal Information via Apps, which restates the requirement of legal collection and use of personal information, encourages
app operators to conduct security certifications, and encourages search engines and app stores to clearly mark and recommend those certified
apps.

On
November 28, 2019, the CAC, MIIT, MPS and SAMR jointly issued the Measures to Identify Illegal Collection and Usage of Personal
Information by APPs, which lists six types of illegal collection and usage of personal information, including “not publishing
rules on the collection and usage of personal information” and “not providing privacy rules.”

On
May 28, 2020, the NPC adopted the Civil Code of the PRC, or the Civil Code, which became effective on January 1, 2021 and
abolished the General Rules of the Civil Law of the PRC. Pursuant to the Civil Code, the collection, storage, use, process,
transmission, provision and disclosure of personal information should follow the principles of legitimacy, properness and necessity.

On
March 12, 2021, the CAC, the MIIT, the MPS and the SAMR jointly promulgated the Regulations on the Scope of Necessary Personal
Information for Common Types of Mobile Internet Apps, which will become effective on May 1, 2021. According to these regulations,
an app may not refuse a user from using its basic functional services if the user disagrees to provide unnecessary personal information.
In particular, basic functional services of job hunting and recruitment applications are the “exchange of job hunting and recruitment
information,” and the necessary personal information includes mobile phone numbers of registered users and resumés provided
by job seekers. Additionally, the regulations also apply to mini programs, which are apps developed and based on open platform interfaces
and available to users without installation.

As
a marketing consulting services company providing sourcing and marketing service, we do not believe that we are subject to these regulations.
However, there can be no assurance that the PRC government will ultimately take a view that is consistent with ours.  

Regulations
Related to Internet Culture Activities

On
February 17, 2011, the MOC promulgated the Interim Administrative Provisions on Internet Culture, or the Internet Culture
Provisions, which became effective on April1, 2011 and was amended on December 15, 2017. The Internet Culture Provisions require ICP
services providers engaging in commercial “internet culture activities” to obtain an Internet Culture Business Operating
License from the MOC. “Internet cultural activity” is defined in the Internet Culture Provisions as an act of provision of
internet cultural products and related services, which includes (i) the production, duplication, importation, and broadcasting of the
internet cultural products; (ii) the online dissemination whereby cultural products are posted on the internet or transmitted via the
internet to end-users, such as computers, fixed-line telephones, mobile phones, television sets and games machines, for online users’
browsing, use or downloading; and (iii) the exhibition and comparison of the internet cultural products. In addition, “internet
cultural products” is defined in the Internet Culture Provisions as cultural products produced, broadcast and disseminated via
the internet, which mainly include internet cultural products specially produced for the internet, such as online music entertainment,
online games, online shows and plays (programs), online performances, online works of art and online cartoons, and internet cultural
products produced from cultural products such as music entertainment, games, shows and plays (programs), performances, works of art,
and cartoons through certain techniques and duplicating those to internet for dissemination.

As
a marketing consulting services company providing sourcing and marketing service, we do not believe that we are subject to these regulations.
However, there can be no assurance that the PRC government will ultimately take a view that is consistent with ours.  

Regulations
Related to Consumer Rights Protection

The Consumer
Rights and Interests Protection Law of the PRC, or the Consumer Protection Law, promulgated by the SCNPC on October 31, 1993 and
most recently amended on October 25, 2013 (effective as of March 15, 2014), and the Online Trading Measures issued by
the SAIC on January 26, 2014 (effective as of March 15, 2014), set out the obligations of business operators and the rights and interests
of the customers. For example, business operators must guarantee the quality, function, usage, term of validity, personal or property
safety requirement of the goods and services and provide customers with authentic information about the goods and services. Consumer
whose legitimate rights and interests are harmed in the purchase of goods or receipt of services rendered through an online trading platform
may seek compensation from the seller or the service provider.

On
March 15, 2021, the SAMR promulgated the Measures for the Supervision and Administration of Online Trading, or New Online
Trading Measures, which will come into effect on May 1, 2021 and replace the above original Online Trading Measure. The New Online Trading
Measures also apply to all online commerce business conducted through information networks in general, with particular emphasis on transactions
through online social networking and online live streaming. Under the New Online Trading Measures, online trading operators shall perform
relevant compliance obligations, such as registration with the SAMR, protection of customers’ personal information and fair competition.

Additionally,
the Civil Code, which became effective on January 1, 2021 and replaced the Tort Liability Law of the PRC, provides that both
internet users and internet service providers may be liable for the wrongful acts of users who infringe the lawful rights of other parties.
If an internet user utilizes internet services to commit a tortious act, the party whose rights are infringed may request the internet
service provider to take measures, such as removing or blocking the content, or disabling the links thereto, to prevent or stop the infringement.
If the internet service provider does not take necessary measures after receiving such notice, it shall be jointly liable for any further
damages suffered by the rights holder. Furthermore, if an internet service provider fails to take necessary measures when it knows that
an internet user utilizes its internet services to infringe the lawful rights and interests of other parties, it shall be jointly liable
with the internet user for damages resulting from the infringement.

As
a marketing consulting services company providing sourcing and marketing service, we do not believe that we are subject to these regulations.
However, there can be no assurance that the PRC government will ultimately take a view that is consistent with ours.  

Regulations
Related to Intellectual Property Rights

Copyright

The Copyright
Law of the PRC, or the Copyright Law, which took effect on June 1, 1991 and was amended in 2001, 2010 and 2020. The latest version
will come into effect on June 1, 2021. Under the currently effective Copyright Law and its implementing regulations adopted in 2002 and
amended in 2011 and 2013, Chinese citizens, legal persons, or other organizations will, whether published or not, enjoy copyright provides
that Chinese citizens, legal persons, or other organizations shall, whether published or not, own copyright in their copyrightable works,
which include, among others, works of literature, art, natural science, social science, engineering technology and computer software.
Copyright owners enjoy certain legal rights, including right of publication, right of authorship and right of reproduction. The Copyright
Law extends copyright protection to Internet activities, products disseminated over the Internet and software products. In addition,
the Copyright Law provides for a voluntary registration system administered by the China Copyright Protection Center, or the CPCC. According
to the Copyright Law, an infringer of the copyrights shall be subject to various civil liabilities, which include ceasing infringement
activities, apologizing to the copyright owners and compensating the loss of copyright owner. Infringers of copyright may also subject
to fines and/or administrative or criminal liabilities in severe situations.

Pursuant
to the Computer Software Copyright Protection Regulations promulgated by the State Council in 1991 and amended in 2001,
2011 and 2013 respectively, Chinese citizens, legal persons and other organizations shall enjoy copyright on software they develop, regardless
of whether the software is released publicly. Software copyright commences from the date on which the development of the software is
completed. The protection period for software copyright of a legal person or other organizations shall be 50 years, concluding on December
31 of the 50th year after the software’s initial release. The software copyright owner may go through the registration formalities
with a software registration authority recognized by the State Council’s copyright administrative department. The software copyright
owner may authorize others to exercise that copyright, and is entitled to receive remuneration.

Trademark

Trademarks
are protected by the Trademark Law of the PRC, which was adopted in 1982 and subsequently amended in 1993, 2001, 2013 and
2019 as well as by the Implementation Regulations of the PRC Trademark Law adopted by the State Council in 1983 and as most recently
amended on April 29, 2014. The Trademark Office under the SAIC handles trademark registrations. The Trademark Office grants a 10-year
term to registered trademarks and the term may be renewed for another 10-year period upon request by the trademark owner. A trademark
registrant may license its registered trademarks to another party by entering into trademark license agreements, which must be filed
with the Trademark Office for its record. As with patents, the Trademark Law has adopted a first-to-file principle with respect to trademark
registration. If a trademark applied for is identical or similar to another trademark which has already been registered or subject to
a preliminary examination and approval for use on the same or similar kinds of products or services, such trademark application may be
rejected. Any person applying for the registration of a trademark may not injure existing trademark rights 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 party’s use.

Domain
name

The
domain names are protected under the Administrative Measures on the Internet Domain Names, or the Domain Name Measures, which
was promulgated by the MIIT and became effective in November 2017. The MIIT is the major regulatory body responsible for the administration
of the PRC internet domain names, under supervision of which China Internet Network Information Center, or the CNNIC, is responsible
for the daily administration of CN domain names and PRC domain names. Pursuant to the Domain Name Measures, the registration of domain
names adopts the “first to file” principle and the registrant shall complete the registration via the domain name registration
service institutions. In the event of a domain name dispute, the disputed parties may lodge a complaint to the designated domain name
dispute resolution institution to trigger the domain name dispute resolution procedure in accordance with the CNNIC Measures on Resolution
of the Domain Name Disputes, file a suit to the People’s Court, or initiate an arbitration procedure.

Regulations
Related to Foreign Exchange 

The
principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, promulgated
by the State Council in 1996 and most recently amended in 2008. Under the PRC foreign exchange regulations, payments of current account
items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without
prior approval from State Administration of Foreign Exchange or SAFE by complying with certain procedural requirements. By contrast,
approval from or registration with appropriate governmental authorities is required where Renminbi is to be converted into foreign currency
and remitted out of China to pay capital expenses such as the repayment of foreign currency-denominated loans.

In
November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign
Direct Investment, or SAFE Circular 59, which was most recently amended in 2015 and substantially amends and simplifies the
current foreign exchange procedures. Pursuant to SAFE Circular 59, the opening of various special purpose foreign exchange accounts,
such as pre-establishment expenses accounts, foreign exchange capital accounts, and guarantee accounts, the reinvestment of Renminbi
proceeds derived by foreign investors in China, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise
to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity
may be opened in different provinces, which was not possible previously.

In
February 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning
Direct Investment, or SAFE Circular 13, pursuant to which, instead of applying for approval regarding foreign exchange registrations
of foreign direct investment and overseas direct investment from SAFE, entities and individuals may apply for such foreign exchange registrations
from qualified banks. The qualified banks, under the supervision of SAFE, may directly review the applications and conduct the registration.

In
March 2015, SAFE issued the Circular of the State Administration of Foreign Exchange on Reforming the Administration of Foreign
Exchange Settlement of Capital of Foreign-invested Enterprises, or SAFE Circular 19. Pursuant to SAFE Circular 19, a foreign-invested
enterprise may, according to its actual business needs, settle with a bank the portion of the foreign exchange capital in its capital
account for which the relevant foreign exchange administration has confirmed monetary capital contribution rights and interests (or for
which the bank has registered the injection of the monetary capital contribution into the account). In addition, for the time being,
foreign-invested enterprises are allowed to settle 100% of their foreign exchange capital on a discretionary basis. A foreign-invested
enterprise shall truthfully use its capital for its own operational purposes within the scope of business. Where an ordinary foreign-invested
enterprise makes domestic equity investment with the amount of foreign exchanges settled, the invested enterprise must first go through
domestic re-investment registration and open a corresponding account for foreign exchange settlement pending payment with the foreign
exchange administration or the bank at the place where it is registered.

In
June 2016, SAFE promulgated the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement
of Capital Accounts, or SAFE Circular 16, pursuant to which, in addition to foreign currency capital, enterprises registered
in China may also convert their foreign debts, as well as repatriated fund raised through overseas listing, from foreign currency to
Renminbi on a discretional basis. SAFE Circular 16 also reiterates that the use of capital so converted shall follow “the principle
of authenticity and self-use” within the business scope of the enterprise. According to SAFE Circular 16, the Renminbi funds so
converted shall not be used for the purposes of, whether directly or indirectly, (i) paying expenditures beyond the business scope of
the enterprises or prohibited by laws and regulations; (ii) making securities investment or other investments (except for banks’
principal-secured products); (iii) granting loans to non-affiliated enterprises, except as expressly permitted in the business license;
and (iv) purchasing non-self-used real estate (except for the foreign-invested real estate enterprises).

In
January 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness
and Compliance Verification, or SAFE Circular 3, which stipulates several capital control measures with respect to the outbound
remittance of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall
check board resolutions regarding profit distribution, the original version of tax filing records, and audited financial statements;
and (ii) domestic entities shall hold income to account for previous years’ losses before remitting the profits. Further, pursuant
to SAFE Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide
board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment.

On
October 23, 2019, SAFE issued the Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation
of Cross-border Trade and Investment, or SAFE Circular 28, which allows non-investment foreign-invested enterprises to make domestic
equity investment with their capital funds in accordance with the law under the premise that such investment does not violate the existing
special administrative measures (negative list) for foreign investment and the project invested in China is authentic and compliant.
Pursuant to SAFE Circular 28, upon receiving the payment of consideration from a foreign investor for the equity transfer under foreign
direct investment, the domestic transferor, with relevant registration certificates, can process the formalities for account opening,
fund receipt, and foreign exchange settlement and use directly at the bank. The foreign investor’s deposit remitted from overseas
or transferred from domestic accounts can be directly used for its lawful domestic capital contribution as well as domestic and overseas
payment after the transaction is concluded.

On
April 10, 2020, SAFE issued the Circular on Optimizing Administration of Foreign Exchange to Support the Development of Foreign-related
Business, or SAFE Circular 8, pursuant to which, eligible enterprises are allowed to use the income under capital account, from such
sources as capital funds, foreign debt and overseas listing, for domestic payment without having to provide supporting authentication
materials to the banks for every transaction in advance, but the use of funds shall be true and compliant as well as conform to the existing
administration regulations regarding use of income under capital account. The concerned bank shall conduct spot checking in accordance
with the relevant requirements.

Regulations
Related to Dividend Distribution

The
principal regulations governing the distribution of dividends paid by WFOEs include the Company Law of PRC, which applies
to both PRC domestic companies and foreign-invested companies, and the Foreign Investment Law and its implementing rules, which apply
to foreign-invested companies. Under these regulations, WFOEs in China may pay dividends only out of their accumulated profits, if any,
as determined in accordance with PRC accounting standards and regulations. In addition, a WFOE in China is required to set aside at least
10% of its after-tax profits based on PRC accounting standards each year to its general reserves until its cumulative total reserve funds
reaches 50% of its registered capital. These reserve funds, however, may not be distributed as cash dividends.

Regulations
Related to Foreign Exchange Registration of Offshore Investment by PRC Residents

In
July 2014, SAFE issued the Circular of the State Administration of Foreign Exchange on Issues concerning Foreign Exchange Administration
over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or SAFE
Circular 37 which was most recently amended on June 15, 2018 and has replaced the Notice on Relevant Issues Concerning Foreign Exchange
Administration for Domestic Residents’ Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles (known as Circular
75). SAFE Circular 37 regulates foreign exchange matters in relation to the use of special purpose vehicles, or “SPVs,” by
PRC residents or entities to seek offshore investment and financing or conduct round trip investment in China. Under SAFE Circular 37,
an SPV refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or entities for the purpose of
seeking offshore financing or making offshore investment, using legitimate domestic or offshore assets or interests, while “round
trip investment” refers to the direct investment in China by PRC residents or entities through SPVs, namely, establishing foreign-invested
enterprises to obtain the ownership, control rights and management rights. Circular 37 requires that, before making contribution into
an SPV, PRC residents or entities are required to complete foreign exchange registration with SAFE or its local branch.

In
February 2015, SAFE promulgated the SAFE Circular 13. SAFE Circular 13 has amended SAFE Circular 37 by requiring PRC residents or entities
to register with qualified banks instead of SAFE or its local branch in connection with their establishment of an SPV.

In
addition, pursuant to SAFE Circular 37, an amendment to registration or subsequent filing with qualified banks by such PRC resident is
also required if there is a material change with respect to the capital of the offshore company, such as any change of basic information
(including change of such PRC residents, change of name and operation term of the SPV), increases or decreases in investment amount,
transfers or exchanges of shares, or mergers or divisions. Failure to comply with the registration requirements as set forth in SAFE
Circular 37 and SAFE Circular 13, misrepresent on or failure to disclose controllers of foreign-invested enterprises that are established
by round-trip investment may result in bans on the foreign exchange activities of the relevant onshore company, including the payment
of dividends and other distributions to its offshore parent or affiliates, and may also subject relevant PRC residents to penalties under
the Foreign Exchange Administration Regulations of the PRC.

Regulations
Related to Foreign Debt

As
an offshore holding company, we may make additional capital contributions to WFOE subject to approval from the local department of commerce
and the SAFE, with no limitation on the amount of capital contributions. We may also make loans to WFOE subject to the approval from
SAFE or its local office and the limitation on the amount of loans.

By
means of making loans, WFOE is subject to the relevant PRC laws and regulation relating to foreign debts. On January 8, 2003, the State
Development Planning Commission, SAFE, and Ministry of Finance, or MOF, jointly promulgated the Circular on the Interim Provisions
on the Management of Foreign Debts, or the Foreign Debts Provisions, which became effective on March 1, 2003, and was partially abolished
on May 10, 2015. Pursuant to Foreign Debts Provisions, the total amount of foreign loans received by a foreign-invested company shall
not exceed the difference between the total investment in projects as approved by the MOFCOM or its local counterpart and the amount
of registered capital of such foreign-invested company. In addition, on January 12, 2017, the People’s Bank of China, or PBOC,
issued the Circular on Full-Coverage Macro-Prudent Management of Cross-Border Financing, or the PBOC Circular 9, which sets
out the statutory upper limit on the foreign debts for PRC non-financial entities, including both foreign-invested companies and domestic-invested
companies, and the macro-prudential adjustment parameter is 1. Pursuant to the PBOC Circular 9, the foreign debt upper limit for both
foreign-invested companies and domestic-invested companies is calculated as twice the net asset of such companies. As to net assets,
the companies shall take the net assets value stated in their latest audited financial statement. On March 11, 2020, the PBOC and SAFE
promulgated the Circular of the People’s Bank of China and the State Administration of Foreign Exchange on Adjusting the
Macro-prudential Regulation Parameter for Full-covered Cross-border Financing, which provides that based on the current macro
economy and international balance of payments, the macro-prudential regulation parameter as set forth in the PBOC Circular 9 is updated
from 1 to 1.25.

The
PBOC Circular 9 does not supersede the Foreign Debts Provisions. It provides a one-year transitional period from January 11, 2017, for
foreign-invested companies, during which foreign-invested companies, such as WFOE, could adopt their calculation method of foreign debt
upper limit based on either the Foreign Debts Provisions or the PBOC Circular 9. The transitional period ended on January 11, 2018. Upon
its expiry, pursuant to the PBOC Circular 9, PBOC and SAFE shall reevaluate the calculation method for foreign-invested companies and
determine what the applicable calculation method would be. As of the date of this annual report, neither the PBOC nor SAFE has promulgated
and made public any further rules, regulations, notices, or circulars in this regard.

Regulations
Related to Tax

Enterprise
Income Tax

On
March 16, 2007, the SCNPC promulgated the EIT Law, which was recently amended on December 29, 2018. On December 6, 2007,
the State Council enacted the Regulations for the Implementation of the Enterprise Income Tax Law, which was amended on April
23, 2019. Under the EIT Law and relevant implementation regulations, both resident enterprises and non-resident enterprises are subject
to the enterprise income tax so long as their income is generated within the territory of PRC. “Resident enterprises” are
defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordance with the laws
of foreign countries but are actually or in effect controlled from within the PRC. “Non-resident enterprises” are defined
as enterprises that are organized under the laws of foreign countries and whose actual management is conducted outside the PRC, but have
established institutions or premises in the PRC, or have no such established institutions or premises but have income generated from
inside the PRC. Under the EIT Law and relevant implementing regulations, a uniform corporate income tax rate of 25% is applied. If non-resident
enterprises have not formed permanent establishments or premises in the PRC, or if they have formed permanent establishment or premises
in the PRC but there is no actual relationship between the relevant income derived in the PRC and the established institutions or premises
set up by them, however, enterprise income tax is set at the rate of 10% with respect to their income sourced from inside the PRC.

The
EIT Law and its implementation rules permit certain “high and new technology enterprises strongly supported by the state”
that independently own core intellectual property and meet statutory criteria, to enjoy a reduced 15% enterprise income tax rate.

According
to the Administrative Rules for the Certification of High Tech Enterprises, effective on January 1, 2008 and amended on January
29, 2016 (effective as of January 1, 2016), for each entity accredited as High Tech Enterprise, such status is valid for three years
if it meets the qualifications for High Tech Enterprise on a continuing basis during such period.

Value-Added
Tax (“VAT”)

The Provisional
Regulations of the PRC on Value-added Tax was promulgated by the State Council on December 13, 1993, and most recently amended
on November 19, 2017. The Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added Tax
(Revised in 2011) were promulgated by the MOF on December 25, 1993, and were recently amended on October 28, 2011 (collectively
with the VAT Regulations, the VAT Law). On April 4, 2018, MOF and SAT jointly promulgated the Circular on Adjustment of Value-Added Tax
Rates, or MOF and SAT Circular 32. On March 20, 2019, MOF, SAT and General Administration of Customs, or GAC, jointly issued a Circular
on Relevant Polices for Deepening Value-added Tax Reform, or MOF, SAT and GAC Circular 39, which became effective from April 1, 2019.
According to the abovementioned laws and circulars, all enterprises and individuals engaged in the sale of goods, the provision of processing,
repair and replacement services, sales of services, intangible assets, real property and the importation of goods within the territory
of the PRC are the taxpayers of VAT. The VAT tax rates generally applicable are simplified as 13%, 9%, 6% and 0%, and the VAT tax rate
applicable to the small-scale taxpayers is 3%.

Withholding
Tax

The Enterprise
Income Tax Law of the PRC provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends
declared to non-PRC resident investors which do not have an establishment or place of business in the PRC, or which have such establishment
or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent
such dividends are derived from sources within the PRC.

Pursuant
to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation
and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes, or the Double Tax Avoidance Arrangement, and other applicable
PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions
and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the
Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%. Based on the Circular on Certain
Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or the SAT Circular 81, issued on February 20, 2009,
by the SAT, however, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income
tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment.
According to the Circular on Several Questions regarding the “Beneficial Owner” in Tax Treaties, which was issued
on February 3, 2018, by the SAT and took effect on April 1, 2018, when determining the applicant’s status of the “beneficial
owner” regarding tax treatments in connection with dividends, interests or royalties in the tax treaties, several factors, including
without limitation, whether the applicant is obligated to pay more than 50% of his or her income in 12 months to residents in third country
or region, whether the business operated by the applicant constitutes the actual business activities, and whether the counterparty country
or region to the tax treaties does not levy any tax or grant tax exemption on relevant incomes or levy tax at an extremely low rate,
will be taken into account, and it will be analyzed according to the actual circumstances of the specific cases. This circular further
provides that applicants who intend to prove his or her status of the “beneficial owner” shall submit the relevant documents
to the relevant tax bureau according to the Announcement on Issuing the Measures for the Administration of Non-Resident Taxpayers’
Enjoyment of the Treatment under Tax Agreements.

Tax
on Indirect Transfer

On
February 3, 2015, the SAT issued the Circular on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident
Enterprises, or SAT Circular 7. Pursuant to SAT Circular 7, 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 indirect transfer may be subject to PRC enterprise income tax. When determining
whether there is a “reasonable commercial purpose” of the transaction arrangement, features to be taken into consideration
include, inter alia, whether the main value of the equity interest of the relevant offshore enterprise derives directly or indirectly
from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consist of direct or indirect investment in China
or if its income is mainly derived from China; and whether the offshore enterprise and its subsidiaries directly or indirectly holding
PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure. According to SAT Circular
7, where the transferee fails to withhold any or sufficient 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. SAT Circular
7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired on a
public stock exchange. On October 17, 2017, the SAT issued the Circular on Issues of Tax Withholding regarding Non-PRC Resident
Enterprise Income Tax, or SAT Circular 37, which further elaborates the relevant implemental rules regarding the calculation, reporting
and payment obligations of the withholding tax by the non-resident enterprises. Nonetheless, there remain uncertainties as to the interpretation
and application of SAT Circular 7. SAT Circular 7 may be determined by the tax authorities to be applicable to our offshore transactions
or sale of our shares or those of our offshore subsidiaries where non-resident enterprises, being the transferors, were involved.

Regulations
Related to Employment and Social Welfare

Employment

The Labor
Law of the PRC, which was promulgated on July 5, 1994, effective since January 1, 1995, and most recently amended on December 29,
2018, the Labor Contract Law of the PRC, which was promulgated on June 29, 2007, and amended on December 28, 2012, and the Implementation
Regulations of the Labor Contract Law of the PRC, which was promulgated on September 18, 2008, are the principal regulations that
govern employment and labor matters in the PRC. Under the above regulations, labor contracts shall be concluded in writing if labor relationships
are to be or have been established between employers and the employees. Employers are prohibited from forcing employees to work above
certain time limit and employers shall pay employees for overtime work in accordance to national regulations. In addition, wages may
not be lower than the local minimum wage. Employers must establish a system for labor safety and sanitation, strictly abide by state
standards, and provide relevant education to its employees. Employees are also required to work in safe and sanitary conditions.

Social
Insurance and Housing Fund

Under
the Social Insurance Law of the PRC that was promulgated by the SCNPC on October 28, 2010, and came into force as of
July 1, 2011, and was most recently amended on December 29, 2018 (also the effective date), together with other laws and regulations,
employers are required to pay basic pension insurance, unemployment insurance, basic medical insurance, employment injury insurance,
maternity insurance, and other social insurance for its employees at specified percentages of the salaries of the employees, up to a
maximum amount specified by the local government regulations from time to time. When an employer fails to fully pay social insurance
premiums, relevant social insurance collection agency shall order it to make up for any shortfall within a prescribed time limit, and
may impose a late payment fee at the rate of 0.05% per day of the outstanding amount from the due date. If such employer still fails
to make up for the shortfalls within the prescribed time limit, the relevant administrative authorities shall impose a fine of one to
three times the outstanding amount upon such employer.

In
accordance with the Regulations on the Management of Housing Fund which was promulgated by the State Council in 1999
and most recently amended in March 2019 (which became effective as of March 24^th 2019), employers must register at the
designated administrative centers and open bank accounts for depositing employees’ housing funds. Employer and employee are also
required to pay and deposit housing funds, with an amount no less than 5% of the monthly average salary of the employee in the preceding
year in full and on time.

The Company failed to deposit adequate contributions
to the housing funds for all of its employees, but has not received any notice of warning or been subject to penalties or other disciplinary
action from the relevant governmental authorities for non-compliance on labor-related laws and regulations. The Company expects to remediate
such non-compliance by paying the relevant penalties and deposit the adequate contributions to the housing funds from third quarter of
2021.

Regulations
Related to Mergers and Acquisitions and Overseas Listings

On
August 8, 2006, six PRC governmental and regulatory agencies, including MOFCOM and the China Securities Regulatory Commission, or the
CSRC, promulgated the Rules on Acquisition of Domestic Enterprises by Foreign Investors, or the M&A Rules, governing
the mergers and acquisitions of domestic enterprises by foreign investors that became effective on September 8, 2006, and was amended
on June 22, 2009. The M&A Rules, among other things, requires that offshore SPVs that are controlled by PRC companies or individuals
and that have been formed for overseas listing purposes through acquisitions of PRC domestic interest held by such PRC companies or individuals,
to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.

Regulations
Related to Consultancy Business

There
are no separate mandatory legal provisions on the consultancy business model in the PRC. Companies and individual businesses may engage
is this business as long as they have registered with the commerce departments in accordance with the laws, and include “consultancy”
in the business scope on their business license.

Intellectual
Property

As
of the date of this registration statement, we own the following trademarks registered or acquired in the PRC:

Other than the Company’s
above-mentioned trademarks that we own in China, we do not currently hold any other intellectual property rights. While we use reasonable
efforts to protect our trade and business secrets, we cannot assure you that our employees, consultants, contractors or advisors will
not, unintentionally or willfully, disclose our trade secrets to competitors or other third parties.

Property

We lease 2,891 square
feet office space in China at Suite 907, Saigao City Plaza Building 2, No. 170, Weiyang Road Xi’an, China. Our rent
for the office space in Xi’an, China, is $51,823 per year, with a lease term of 3 years which terminates in July 2024. We believe
that our current offices are suitable and adequate to operate our business at this time. We do not own any real property.

We
believe that our facilities, which are of varying ages and are of different construction types, have been satisfactorily maintained.
They are in good conditions and are suitable for our operations and generally provide sufficient capacity to meet our production and
operational requirements.

Employees

As
of June 30, 2021, we employed approximately 22 employees as follows, 5 in management, 4 in sales and customer services, 4 in finance
department, 6 in administration, and 3 in products department.

We
maintain a satisfactory working relationship with our employees, and we have not experienced any significant labor disputes or any difficulty
in recruiting employees for our operations. None of our employees are represented by a labor union.

Our
employees are all in China and participate in the state pension plan organized by the Chinese municipal and provincial government. We
are required by Chinese law to cover employees in China with various types of social insurance. We believe that we are in material compliance
with the relevant PRC laws.

Legal
Proceedings

From
time to time, we may become party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business.
The Company is not currently a party, as plaintiff or defendant, to any legal proceedings that we believe to be material or which, individually
or in the aggregate, would be expected to have a material effect on our business, financial condition or results of operation if determined
adversely to us.

Smaller
Reporting Company

The
Company is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available
to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section
404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of
audited financial statements, instead of three years. As long as we maintain our status as a “smaller reporting company”,
these exemptions will continue to be available to us.

Emerging
Growth Company

As
a public company with less than $1,070,000,000 in revenue during our last fiscal year, we qualify as an “emerging growth company”
under the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of
certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable
to public companies, and can avail itself to various exemptions such as an exemption from Section 404(b) of the Sarbanes-Oxley Act of
2002 and Section 14(a) and (b) of the Securities Exchange Act of 1934.

In
particular, as an emerging growth company we:

We
intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the
adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may
make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that
have opted out of the phase-in periods under §107 of the JOBS Act.

Certain
of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller
reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation
and report regarding management’s assessment of internal control over financial reporting; are not required to provide a compensation
discussion and analysis; are not required to provide a pay-for-performance graph or Chief Executive Officer pay ratio disclosure; and
may present only two years of audited financial statements and related MD&A disclosure.

Under
the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our
initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the
“Securities Act”), or such earlier time that we no longer meet the definition of an emerging growth company. In this regard,
the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1,070,000,000 in annual
revenues, have more than $700 million in market value of our Common stock held by non-affiliates, or issue more than $1.0 billion in
principal amount of non-convertible debt over a three-year period. We would cease to be an emerging growth company on the last day of
the fiscal year following the date of the fifth anniversary of our first sale of common equity securities under an effective registration
statement or a fiscal year in which we have $1 billion in gross revenues. Further, under current SEC rules we will continue to qualify
as a “smaller reporting company” for so long as we have a public float (i.e., the market value of common equity held by non-affiliates)
of less than $250 million as of the last business day of our most recently completed second fiscal quarter.

An
investment in our common stock involves a high degree of risk.  You should carefully consider the risks described below, together
with all of the other information included in this report, before making an investment decision.  If any of the following risks
actually occur, our business, financial condition or results of operations could suffer.  In that case, the trading price of
our common stock could decline, and you may lose all or part of your investment.  You should read the section entitled “Special
Note Regarding Forward Looking Statements” above for a discussion of what types of statements are forward-looking statements, as
well as the significance of such statements in the context of this report.

Risks
Relating to Our Business and Industry.

We
have a limited operating history and are subject to the risks encountered by development-stage companies.

We
have been in business since October 2019 as a consulting company. We have only been profitable since the year ended December 31, 2019.
As a development-stage company, our business strategies and model are constantly being tested by the market and operating results, and
we work to adjust our allocation of resources accordingly. As such, our business may be subject to significant fluctuations in operating
results in terms of amounts of revenues and the percentages of the total revenue with respect to the business segments.

We
are, and expect for the foreseeable future to be, subject to all the risks and uncertainties, inherent in a development-stage business.
As a result, we must establish many functions necessary to operate a business, including expanding our managerial and administrative
structure, assessing and implementing our marketing program, implementing financial systems and controls and personnel recruitment. There
are risks in light of the costs, uncertainties, delays and difficulties frequently encountered by companies with a limited operating
history. These risks and challenges are, among other things:

Our
future growth will depend substantially on our ability to address these and the other risks described in this registration statement.
If we do not successfully address these risks, our business would be significantly harmed.

Our
historical financial results may not be indicative of our future performance.