F-1

As filed with the Securities and Exchange Commission on March28, 2022

Registration No. 333-[    ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________________________

Wuxin Technology Holdings, Inc.

(Exact name of registrant as specified in its charter)

__________________________________________

Cayman Islands	7372	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Tefa Information and Technology Plaza, Floor 15,
No. 2 Qiongyu Road, Nanshan District,
Shenzhen 518052, China
0755-86379339(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Phone: (800) 221-0102
Fax: (800) 944-6607(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________________

With a Copy to:

Joan Wu, Esq.
Hunter Taubman Fischer & Li LLC
48 Wall Street, Suite 1100
New York, NY 10005
(212) 530-2208 Arila E. Zhou, Esq.
Anna Jinhua Wang, Esq.
Robinson & Cole LLP
Chrysler East Building
666 Third Avenue, 20th Floor
New York, NY 10017 (212) 451-2908

__________________________________________

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.	☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.	☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.	☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.	☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company	☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.	☐

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH28, 2022

[    ] Class A Ordinary Shares

Wuxin Technology Holdings, Inc.

This is an initial public offering (the “Offering”) of [    ] Class A ordinary shares, par value US$0.0001 per share (each, a “Class A Ordinary Share”, collectively, “Class A Ordinary Shares”) of Wuxin Technology Holdings, Inc. (the “Company” or “we”), a Cayman Islands exempted company with limited liability whose principal place of business is in Shenzhen, China. We are offering the Class A Ordinary Shares on a firm commitment basis. We expect that the initial public offering price will be in the range of $[    ] to $[    ] per Class A Ordinary Share.

As the date hereof, our authorized share capital is 500,000,000 ordinary shares of a nominal or par value of US$0.0001 each, consisting of 400,000,000 Class A Ordinary Shares and 100,000,000 Class B Ordinary Shares of par value US$0.0001 per share (each, a “Class B Ordinary Share”; collectively, “Class B Ordinary Shares”). As of the date hereof, we have 11,654,000 Class A Ordinary Shares and 22,346,000 Class B Ordinary Shares, issued and outstanding, respectively. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share will be entitled to 1 vote and each Class B Ordinary Share will be entitled to 10 votes. The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one to one basis. The Class B Ordinary Shares are not being converted as part of this Offering.

Prior to this Offering, no public market currently exists for our Class A Ordinary Shares or Class B Ordinary Shares.

We have reserved the symbol “WXT” for purposes of listing our Class A Ordinary Shares on Nasdaq Capital Market (“Nasdaq”) and have applied to list our Class A Ordinary Shares on Nasdaq. We cannot assure you that our listing application will be approved. If our listing application is not approved, we will not complete this Offering.

We are not a Chinese operating entity but a Cayman holding company with operations conducted by our subsidiaries in China. As substantially all of our operations are conducted through our subsidiaries in China, we are subject to certain legal and operational risks associated with our subsidiaries’ operations in China, including that changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition and results of operations. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks could result in a material change in our operations and/or the value of our Class A Ordinary Shares or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. We do not believe that our subsidiaries are directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business does not involve the collection of user data or implicate cybersecurity. As advised by our PRC counsel, King & Capital Law Firm, we do not expect to be subject to cybersecurity review because: (i) we do not collect or maintain personal information in our business operations and (ii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities. See “Risk Factors — Risks Related to Doing Business in China — In light of recent events indicating greater oversight by the Cyberspace Administration of China, or CAC, over data security, particularly for companies seeking to list on a foreign exchange, we are subject to a variety of laws and other obligations regarding cybersecurity and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, our listing on Nasdaq, financial condition, results of operations, and the Offering” starting on page 38 of this prospectus for more information. As of the date of this prospectus, no relevant laws or regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission, or the CSRC, or any other PRC governmental authorities for our overseas listing plan, nor has our Cayman Islands holding company, or any of our subsidiaries received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange. The Standing Committee of the National People’s Congress, or the SCNPC, or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S. See “Risk Factors — Risks Related to Doing Business in China” beginning on page 36 and “— Risks Related to the Class A Ordinary Shares and this Offering,” beginning on page 51 of this prospectus for a discussion of these legal and operational risks and information that should be considered before making a decision to purchase our Class A Ordinary Shares.

In the reporting periods presented in this prospectus and throughout the date of this prospectus, no dividends, distribution or other transfers of funds have occurred between and among Wuxin Holding and its subsidiaries, on the one hand; and Wuxin Holding and its subsidiaries, on the other hand, have not made any dividends, distributions or other transfer of funds to investors. For the foreseeable future, we intend to use the earnings for research and development purpose, investment in technology infrastructure, marketing and branding. As a result, we do not expect to pay any cash dividends. To the extent that we may in the future seek to fund the business through distribution, dividends or transfer of funds among and between holding company and subsidiaries, any such transfer of funds with PRC subsidiaries is subject to government regulations. The structure of cash flows within holding company and PRC subsidiaries and a summary of the applicable regulations, is as follows:

1.          Within the direct holding structure, the cross-border transfer of funds within Wuxin Holding and its PRC subsidiaries is legal and compliant with the laws and regulations of the PRC. After foreign investors’ funds enter at the consummation of the Offering, the funds can be directly transferred to its subsidiaries including Wuxin Hong Kong, and then transferred to subordinate operating entities through Wuxin Hong Kong according to the laws and regulation of the PRC.

2.           If Wuxin Holding intends to distribute dividends, its PRC subsidiaries will transfer the dividends to Wuxin Hong Kong in accordance with the laws and regulations of the PRC, and then Wuxin Hong Kong will transfer the dividends to its parent company, and the dividends will be distributed by Wuxin Holding to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

3.           Wuxin Holding’s PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of the PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capitals. These reserves are not distributable as cash dividends. See “Prospectus Summary — Dividend Distributions or Assets Transfer among Wuxin Holding and Its Subsidiaries” starting on page 10 of this prospectus for more information.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10%. However, if the relevant tax authorities determine that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced 5% withholding rate will apply to dividends received by the Hong Kong subsidiary from its PRC subsidiaries. This withholding tax will reduce the amount of dividends we may receive from the PRC subsidiaries.

To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if the subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.

Foreign currency exchange regulation in the PRC is primarily governed by the Regulations on the Administration of Foreign Exchange, most recently revised by the State Council on August5, 2008, Notice on Further Simplifying and Improving Policies of Foreign Exchange Administration Regarding Direct Investment issued by SAFE on February13, 2015, and the Provisions on the Administration of Settlement, Sale and Payment of Foreign Exchange promulgated by People’s Bank of China on June20, 1996. Currently, RMB is convertible for current account items, including the distribution of dividends, interest payments, trade and service related foreign exchange transactions. Conversion of RMB for most capital account items, such as direct investment, security investment and repatriation of investment, however, is still subject to registration with the SAFE. Foreign-invested enterprises may buy, sell and remit foreign currencies at financial institutions engaged in foreign currency settlement and sale after providing valid commercial documents and, in the case of most capital account item transactions, obtaining approval from the SAFE. Capital investments by foreign enterprises are also subject to limitations, which include approvals by the NDRC, the Ministry of Construction, and registration with the SAFE.

Furthermore, pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, the Public Company Accounting Oversight Board, or the PCAOB, issued a Determination Report on December16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a

position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our auditor, TPS Thayer LLC, the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess TPS Thayer LLC’s compliance with applicable professional standards. TPS Thayer LLC is headquartered in Sugar Land, Texas with no branches or offices outside the United States and has been inspected by the PCAOB on a regular basis. Our auditor is not subject to the determinations announced by the PCAOB on December16, 2021 relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong because of a position taken by one or more authorities in the PRC or Hong Kong, however, recent developments with respect to audits of China-based companies create uncertainty about the ability of our PRC subsidiaries to fully cooperate with TPS Thayer LLC’s audit without the approval of the Chinese authorities. In the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause trading in our securities to be prohibited under the Holding Foreign Companies Accountable Act, and ultimately result in a determination by a securities exchange to delist our securities. A termination in the trading of our securities or any restriction on the trading in our securities would be expected to have a negative impact on us as well as on the value of our securities. See “Risk Factors — Risks Related to Doing Business in China — Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspected by the Public Company Accounting Oversight Board (the “PCAOB”), there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on June22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.” starting on page 39 of this prospectus for more information.

On December24, 2021, the CSRC, issued Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Administration Provisions”), and the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Measures”), which are now open for public comments. The Administration Provisions and Measures for overseas listings lay out specific requirements for filing documents and include unified regulation management, strengthening regulatory coordination, and cross-border regulatory cooperation. Domestic companies seeking to list abroad must carry out relevant security screening procedures if their businesses involve such supervision. Companies endangering national security are among those off-limits for overseas listings. According to Relevant Officials of the CSRC Answered Reporter Questions (“CSRC Answers”), after the Administration Provisions and Measures are implemented upon completion of public consultation and due legislative procedures, the CSRC will formulate and issue guidance for filing procedures to further specify the details of filing administration and ensure that market entities could refer to clear guidelines for filing, which means it still takes time to make the Administration Provisions and Measures into effect. As the Administration Provisions and Measures have not yet come into effect, we are currently unaffected. However, according to CSRC Answers, new initial public offerings and refinancing by existent overseas listed Chinese companies will be required to go through the filing process; other existent overseas listed companies will be allowed sufficient transition period to complete their filing procedure, which means we will certainly go through the filing process for this Offering. However, it is uncertain when the Administration Provision and the Measures will take effect or if they will take effect as currently drafted. If it is determined in the future that the approval of the CSRC, the CAC or any other regulatory authority is required for the merger, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies, or these regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for the merger, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Following the consummation of the merger, if applicable PRC laws, regulations or interpretations change and we are required to obtain approval or permissions from the CSRC, the CAC or any other regulatory authority to operate our business in China and/or to offer securities being registered to foreign investors, we may have to obtain such approval or permission or seek wavier from relevant regulatory PRC agencies before we can continue our China operation and to offer securities to foreign investors, the procedures of which may be time consuming, unpredictable and costly, and there is no assurance that we can successfully obtain such approval, permission or seek waiver. Any of those interruptions, uncertainty and/or negative publicity regarding such an approval requirement either prior to the consummation of the Merger or in the future may have a material adverse effect on our business and financial condition, result of operations and prospectus, as well as the value and trading price of our securities. See “Prospectus Summary — Permission or Approval Required from the PRC Authorities for Our Operation and Offering” starting on page 12 of this prospectus for more information.

Substantially all of our assets are located in the PRC. In addition, all of our directors and officers are nationals or residents of the PRC and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. See “Risk Factors — Risks Related to Doing Business in China — You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in the prospectus based on foreign laws.” starting on page 48 of this prospectus for more information.

We anticipate that following the completion of this Offering, our Chief Executive Officer and Chairman of the Board of the Directors, Lianqi Liu, as the beneficial owner of 13,600,000 Class B Ordinary Shares, will be able to exercise an aggregate of [    ]% voting power of the Company assuming the full exercise of the over-allotment option by the underwriters. Therefore, Mr.Liu could exert substantial influence over matters requiring approval by our shareholders, including electing directors and approving mergers or other business combination transactions. This concentration of ownership may also discourage, delay or prevent a change in control of our Company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our Company and might reduce the price of our securities. Actions may be taken even if they were opposed by our other shareholders. Under NASDAQ Marketplace Rules, we may be deemed a “controlled company” upon the closing of this Offering and as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

We are an “emerging growth company” as defined under U.S. federal securities laws and are eligible for reduced public company reporting requirements.

Investing in our Class A ordinary shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 20.

	Per Share	Total Without Exercise of Over-Allotment Option	Total With Exercise of Over-Allotment Option
Public offering price	$	$	$
Underwriting discounts(1)	$	$	$
Net proceeds before expenses to us(2)	$	$	$

____________

(1)         We have agreed to pay Prime Number Capital, LLC (the “Representative”), the representative on behalf of the underwriters, a fee equal to 7.0% of the gross proceeds of the Offering. We have agreed to grant to the Representative a [45]-day option to purchase up to 15% of the aggregate number of Class A Ordinary Shares sold in the Offering. See “Underwriting” in this prospectus for more information regarding our arrangements with the underwriters.

(2)         We expect our total cash expenses for this Offering (including cash expenses payable to our underwriters for their out-of-pocket expenses) to be approximately $[    ] million, exclusive of the above commissions. In addition, we will pay additional items of value in connection of this Offering that are viewed by the Financial Industry Regulatory, or FINRA, as underwriting compensation. These payments will further reduce proceeds available to us before expenses. See “Underwriting”.

If the over-allotment option is exercised in full, the total underwriting discounts and commissions payable will be $[    ], and the total proceeds to us, after underwriting commissions and expenses but before Offering expenses, will be $[    ]. If we complete this Offering, net proceeds will be delivered to us on the closing date.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated [•], 2022.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
SUMMARY FINANCIAL DATA	19
RISK FACTORS	20
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	58
ENFORCEABILITY OF CIVIL LIABILITY	59
USE OF PROCEEDS	60
DIVIDEND POLICY	61
CAPITALIZATION	62
DILUTION	63
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	65
INDUSTRY	78
OUR HISTORY AND CORPORATE STRUCTURE	88
BUSINESS	90
REGULATIONS	129
MANAGEMENT	139
PRINCIPAL SHAREHOLDERS	143
RELATED PARTY TRANSACTIONS	145
DESCRIPTION OF SHARE CAPITAL	147
SHARES ELIGIBLE FOR FUTURE SALE	162
TAXATION	163
UNDERWRITING	171
EXPENSES RELATING TO THIS OFFERING	177
LEGAL MATTERS	178
EXPERTS	178
WHERE YOU CAN FIND MORE INFORMATION	178
INDEX TO FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, the Class A Ordinary Shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A Ordinary Shares.

Until             , 2022 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade Class A Ordinary Shares, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

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About this Prospectus

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the Cayman Islands. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Conventions that apply to this Prospectus

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

•        “Wuxin Holding” is to Wuxin Technology Holdings, Inc., an exempted company with limited liability incorporated under the laws of Cayman Islands;

•        “Wuxin Hong Kong” is to Wuxin Holding’s wholly owned subsidiary, Wuxin Technology Holding Group Limited, a Hong Kong corporation;

•        “WFOE” is to Shenzhen Wuxin Holding Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Hong Kong;

•        “Wuxin Technology” is to Shenzhen Wuxin Technology Holding Group Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by WFOE;

•        “Wuxin Semiconductor” is to Shenzhen Wuxin Semiconductor Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Technology;

•        “Wuxin Intelligent” is to Shenzhen Wuxin Intelligent Innovation Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Technology;

•        “TBIT” is to Shenzhen TBIT Technology Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Technology;

•        “VLG” is to Shenzhen VLG Wireless Technology Co., Ltd., a limited liability company organized under the laws of the PRC, which is 90% owned by Wuxin Technology;

•        “Xinsheng” is to Shenzhen Xinsheng Technology Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Technology;

•        “Yitianxin” is to Shenzhen Yitianxin Electronics Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Technology;

•        “Zhongyitong” is to Zhongyitong Technology (Shenzhen) Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Wuxin Technology;

•        “Articles of Association” means the amended and restated memorandum of association and articles of association of Wuxin Holding;

•        “China” or the “PRC” are to the People’s Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only;

•        “ordinary shares” are to the ordinary shares of the Company, par value US$0.0001 per share;

•        “Class A Ordinary Shares” are to the Class A ordinary shares of the Company, par value US$0.0001 per share;

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•        “Class B Ordinary Shares” are to the Class B ordinary shares of the Company, par value US$0.0001 per share;

•        “we,” “us,” or the “Company” in this prospectus are to Wuxin Holding, Wuxin Hong Kong, WFOE, and Wuxin Technology, unless otherwise indicated or the context requires otherwise;

•        “Companies Act” is to the Cayman Islands Companies Act (2022 Revision) (as amended);

•        “$,” “U.S.$,” “U.S. dollars,” “dollars” and “USD” are to U.S. dollars and “RMB” to Renminbi; and

•        “China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong and Macau.

Our business is conducted by Wuxin Technology in the PRC using RMB, the currency of China. Our consolidated financial statements are presented in United States dollars. In this prospectus, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in United States dollars. These dollar references are based on the exchange rate of RMB to United States dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of United States dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Class A Ordinary Shares, discussed under “Risk Factors,” before deciding whether to buy our Class A Ordinary Shares.

Our Mission

We are on a mission to enable and accelerate the digital transformation of Chinese and global businesses that depend on physical operations by providing Internet of Things (the “IoT”) connectivity solutions.

Overview

We are not a Chinese operating entity but a Cayman holding company with operations conducted by our subsidiaries in China. Our operating entity, Wuxin Technology, is a high-tech enterprise engaged in the IoT industry, which was formed in 2005 and is headquartered in Shenzhen, China. The IoT describes the network of physical objects — “things” — that are embedded with sensors, software, and other technologies for the purpose of connecting and exchanging data with other devices and systems over the internet.

To realize our vision, we have developed and pioneered the ant delete center (“ADC”) protocol, which is a wireless, decentralized and ad hoc protocol derived from the foraging principle of ant colonies, and allows an IoT network of numerous nodes to efficiently detect the shortest path of data transmission and decentralize the control. Compared with those adopting traditional protocol architecture of centralized control, our products with ADC protocol have advantages of lower cost, higher reliability, longer transmission distance, and faster deployment. ADC protocol also standardizes protocol stack and application layer, which is the interface between the IoT devices and the network that they communicate to, lowering the technical barrier for those industrial segments which could have been unable to enter the IoT ecosystem otherwise.

We sell ADC chips, modules, antennas, controllers, smart hardware, smart household devices, and other smart products. We provide integrated solutions for IoT engineering and cloud platforms for customers.

Furthermore, we provide complete technical solutions for self-organizing networks of various intelligent hardware, helping product manufacturers to form networking logic between products, which shortens the development cycle and reduces development costs. For customers such as electric bicycle manufacturers and shared E-bike companies, we supply controllers (also known as “centralized control boxes”) and locators to be installed on shared electric bicycles and motorcycles, and we also develop apps, cloud platforms, and shared operating systems. We also provide door locks, smart switches, lighting control, heating, ventilation, and air conditioning (“HVAC”) control, electric curtains, and software platform solutions for large real estate companies, hotel groups.

Through our products and services offering, we are committed to integrating IoT cloud, IoT management, and IoT terminal which cover the whole IoT ecosystem, through our continued efforts in the fields of cutting-edge IoT technology development, IoT product research and development (“R&D”) and manufacturing, IoT application scenarios launching, IoT intelligent hardware marketing network, and IoT system integration solution output.

In the past decade, we have realized rapid growth and made breakthroughs in different aspects of our IoT business, laying a solid foundation for our IoT ecosystem:

•        IoT protocol IP licensing:    Wuxin Technology has licensed the ADC protocol to more than 10million IoT products developed by other companies in the IoT industry since November 2021.

•        IoT smart products:    From January1, 2017 to December31, 2021, Wuxin Technology’s subsidiary, VLG, has provided over 415million IoT communication components to customers of various smart technology companies, with an average annual shipment of no less than 60million pieces. Its customers include first-line leading companies in the industry, including ZTE Corporation and Hangzhou Hikvision Digital Technology Co., Ltd.

•        Shared electric bicycles in the Internet of Vehicles:    Wuxin Technology’s subsidiary, TBIT, has provided intelligent centralized control boxes for 5million electric bicycles during the past eight years since 2013. We believe that TBIT is in a leading position in the electric bicycles market.

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•        Intelligent automobiles:    Wuxin Technology’s subsidiary, VLG, has provided automotive antennas for more than 380,000 cars from January1, 2020 to December31, 2021.

•        IoT module and chip sales:    Wuxin Technology’s subsidiary, Yitianxin, has supplied 8.59million modules to customers in the IoT industry since 2013. Since 2016, Xinsheng has provided 146million chips to customers in the IoT industry. Especially after we developed the ADC protocol in 2020, the growth of our chip sales has continued to accelerate.

•        Smart city and smart building system integration:    Wuxin Technology’s subsidiary, Zhongyitong, has undertaken forty IoT system integration projects from government agencies and large enterprises across China in the past 4 years. Zhongyitong has established a good brand reputation and network resources in Guangdong province, Guizhou province, and Hebei province in China.

Our IoT ecosystem covers the upper, middle, and lower streams of the IoT industrial chains. The upstream includes the provider of underlying technologies and products such as communication networking protocol, chips, modules, sensor technology, and PaaS. The protocols, chips, and modules work together to provide connectivity and networking solutions for IoT products. Furthermore, the protocol is the core of the chips and the modules, as it determines whether the chips and the modules can maintain a stable connection. Therefore, the protocol is crucial in the upstream of the IoT industry. Our ADC protocol, ADC protocol chips, and ADC protocol modules have been successfully launched in the market, and have been well received by the upstream customers. The midstream mainly refers to the development of the application layer, including the SaaS service of the cloud platform. Our ADC protocol comes with its own application layer and application scenarios, therefore, the difficulty and cycle of product development will be greatly reduced for our smart products developer customers. Downstream includes businesses that design and implement projects for user needs, such as brand manufacturers, product manufacturers, solution companies, engineering companies, agents, and integrators. As the ADC protocol standardizes the protocol stack and application layer, it is easy to build an ecosystem when adopting our ADC protocol, therefore, our downstream customers can integrate and improve the value of their products and services at a lower cost.

Our total revenues for the years ended June 30, 2021 and 2020 were $46,977,350 and $31,833,721, respectively. Our net income for the year ended June 30, 2021, was $6,184,214, or 13.2% of the revenue. Our net income for the year ended June 30, 2020, was $4,165,799, or 13.1% of the revenue. The revenue generated in the Chinese market was $45,573,840, or 97.0% of the total revenue in the year ended June 30, 2021, and $30,451,190, or 95.7% of the total revenue in the year ended June 30, 2020. If divided by product category, connectivity products account for 63.9% of the revenue in the year ended June 30, 2021, and 66.1% in the year ended June 30, 2020. The detailed breakdown by product category is as follows:

	Years ended
Revenues	June 30, 2021		June 30, 2020
Connectivity products	$	30,020,689	21,040,236
Internet of vehicles products	$	12,643,221	9,119,875
Other products	$	4,313,440	1,673,610
Total revenues	$	46,977,350	31,833,721

Our Competitive Strength

•        Leveraging the advantages of the ADC protocol to offer interconnected and seamlessly compatible intelligent products with a stable architecture;

The ADC protocol’s advantages over the traditional wireless network protocols enable us to provide intelligent products which can be integrated into an interconnected IoT system. The architecture of ADC protocol is decentralized and therefore, stable. Any equipment failure and automatic disconnection in the system will not affect the normal use of other equipment. The ADC protocol is open source, open, standardized, and has its application layer, which greatly reduces the difficulties for product development of the manufacturer customers, as they no longer need additional technical effort to create the application layer for the smart device. It covers lighting, switches, HVAC, electric hardware, audio, sensors, voice recognition, and other functions. In addition, products developed by various manufacturers using the ADC protocol can be seamlessly compatible to form an IoT system, which lowers the technical threshold in

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terms of connectivity for manufacturers. At the same time, the system can operate independently without connecting with the cloud platform, or it can be connected to the cloud platform through a gateway. Users can switch between cloud platforms of different manufacturers by choosing the IoT system of ADC protocol.

•        Maintaining an ecosystem to offer comprehensive overall solutions;

Over the years, Wuxin Technology has built an intelligent ecosystem covering IoT cloud, management, and terminal based on ADC protocol. Focusing on smart homes, the Internet of Vehicles, smart hotels, smart buildings, smart communities, and other fields, we believe Wuxin Technology provides flexible, easy-to-use, safe, reliable, and cost-effective comprehensive IoT solutions. The IoT ecology of Wuxin Technology covers the upper, middle, and lower streams of the industrial chains, ensuring that Wuxin Technology can achieve synergy in products, technologies, R&D, and quality control.

•        Building a strong R&D team with great innovation capabilities;

Wuxin Technology has 142 R&D personnel, accounting for 41.8% of its total employees as of June30, 2021. To strengthen the leading position in the industry, Wuxin Technology has carried out industry-university-research collaborations with Hong Kong University of Science and Technology, Xidian University, and Hangzhou Dianzi University.

At present, Wuxin Technology has R&D centers in Shenzhen, Shanghai, Xi’an, Hangzhou, and Huizhou, equipped with advanced anechoic chambers and test equipment, which helps achieve accurate test results for the communication network signals. Wuxin Technology has industry-leading advantages in IoT networking scheme design and R&D and possesses core technologies in key fields such as radiofrequency, signal processing, low-power power management, chip design, underlying algorithm, artificial intelligence, machine learning, and cloud computing.

All along, Wuxin Technology attaches great importance to its technology R&D, advocates technological innovation, and insists on driving enterprise development with technology. At present, the antenna manufacturing process of Wuxin Technology has transited from traditional shrapnel manufacturing to flexible circuit board manufacturing, and then to the cutting-edge Laser Direct Structuring (“LDS”) process. LDS technology enables flexible and free 3D design for antenna products, and allows design on any surface. In terms of Internet of vehicles products, Wuxin Technology has independently developed a set of centralized control boxes, and we believe Wuxin Technology is one of the earliest players in the industry to obtain the network access license for telecommunication equipment. Furthermore, in 2016, Wuxin Technology successfully developed the IoT protocol with decentralized ADC, which was a breakthrough in the central control architecture of traditional protocols, and achieved the developing the ADC protocol on chips in 2020.

•        Offering the comprehensive experience to our customers;

Wuxin Technology adheres to the business philosophy of “technology + service + products” in providing customers with comprehensive and efficient services, dedicating to continuously improvising service quality, and it is highly recognized by customers.

Wuxin Technology retains a consultant team with marketing personnel, designers, and technicians to provide customers with one-stop services, including professional consulting, software and hardware development, and after-sales service.

Wuxin Technology’s remote operations and maintenance (“O&M”) services have patented technology to effectively screen, sorts out, store and manage the uploaded data of each customer, and provide customers with daily O&M, online monitoring, predictive maintenance, fault early warning, diagnosis, and repair, operation optimization and other services through data mining and analysis, as well as remote equipment upgrade, and synchronous batch upgrade of multiple intelligent products.

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•        High revenue visibility with a proven track record of high profitability;

We have demonstrated significant growth in our business since our inception, especially in recent years. Our total net revenues increased from USD31.8million for the fiscal year ended June30, 2020, to US$47.0million for the fiscal year ended June30, 2021, representing a compound annual growth rate (“CAGR”) of 47.8%. We have a proven track record of maintaining high-profit margins. In the year ended June30, 2020, our gross profit margin and net profit margin were 31.0% and 13.1%, respectively. In the year ended June30, 2021, our gross profit margin and net profit margin were 32.0% and 13.2%, respectively.

•        Experienced Management Team;

We benefit from a visionary, experienced and stable management team with deep expertise in technology and industry. Our CEO and Chairman Lianqi Liu has been engaged in smart homes, smart hotels, smart building system design, and system integration since 1998. He is a pioneer in China’s IoT industry. The rest of our senior management team also has extensive experience in technology, education, finance, product management, and marketing.

Our Growth Strategy

•        To Further Strengthen Technology R&D and Optimize ADC Protocol

         The IoT industry is a fast-changing field with the rapid iteration of technology and products. Wuxin Technology needs to constantly innovate, accurately grasp, and judge the market dynamics, and continuously introduce new technologies and products to meet the market demand, to strengthen its competitive edges and market position. Wuxin Technology plans to add to its input in technology R&D by 30% more investment in the next few years and continuously optimize ADC protocol and its application in various scenarios. Wuxin Technology aims to sustain the first-mover advantages and establish industry standards and norms.

         In addition, Wuxin Technology will actively explore the application of decentralized protocol in broadband, big data transmission, and other fields, and realize the compatibility of the decentralized protocol in wide and narrow bandwidth.

•        To Invest in Business Expansion

         Wuxin Technology will selectively make strategic investments or acquire synergistic companies according to the development situation, including players at the upper, middle, and lower streams in the IoT industry chain at home and abroad. We plan to expand our comprehensive strength in technology, products, channels, and operations through acquisition, maintain innovative power, continuously improve the ADC protocol ecosystem of Wuxin Technology. We plan to expand our current minimal global operations to be a more substantial portion of our business.

•        To Establish New Marketing Networks

         Wuxin Technology plans to develop its marketing networks through the following approaches:

1.      Diversified marketing channels:    Expand cooperation with more real estate developers and interior renovation contractors, and provide product consulting, product sales counseling, product promotion support, product guidance, and installation services for channel cooperation customers.

2.      Build flagship store:    Partner with local agents to build offline experience stores for smart homes and smart hotels to bring intelligent products and intelligent life closer to customers. Currently, Wuxin Technology has opened 25 flagship stores in Hunan, Guangxi, and Guangzhou provinces in China. This model provides direct and efficient access to customers, which is conducive to improving the brand image and reputation of Wuxin Technology.

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3.      Increase the online business expansion to C-end users:    Wuxin Technology will highlight the online business expansion, continuously optimize the Wuxin Technology online shopping mall, make full use of the marketing advantages of social media, live webcasts, and content platforms, and go all out to build an IoT smart home shopping platform. The online and offline interactions with customers will be enhanced to promote the deep integration of both.

•        To Expand Outside of China

Although currently only having minimal global operations, Wuxin Technology is committed to becoming an integrated service provider serving the global IoT field. Wuxin Technology plans to push forward the construction of overseas R&D centers, strengthen technical exchanges with global players, and accelerate the expansion of its operation in the global market. To match the business growth and demands on various products, Wuxin Technology will establish marketing and technical support teams, enhance its service capabilities both in domestic and foreign markets and provide the most efficient and personal localized services to customers all over the world.

Summary of Risk Factors

Investing in our Class A Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Class A Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk factors” beginning on page 20 of this prospectus for more information.

Risks Related to Doing Business in China

Risks and uncertainties related to doing business in China include, but are not limited to, the following:

•        Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business, financial condition, and results of operations. See more detailed discussion of this risk factor on page 36 of this prospectus.

•        The uncertainties with respect to the Chinese legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China with little advance notice could adversely affect us and limit the legal protections available to you and us. See more detailed discussion of this risk factor on page 41 of this prospectus.

•        Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Additionally, the governmental and regulatory interference could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See more detailed discussion of this risk factor on page 37 of this prospectus.

•        You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the prospectus based on foreign laws. See more detailed discussion of this risk factor on page 42 of this prospectus.

•        We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business. See more detailed discussion of this risk factor on page 42 of this prospectus.

•        PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of this Offering to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business. See more detailed discussion of this risk factor on page 43 of this prospectus.

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•        The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this Offering under a PRC regulation. See more detailed discussion of this risk factor on page 45 of this prospectus.

•        If the Chinese government were to impose new requirements for approval from the PRC Authorities to issue our ordinary shares to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See more detailed discussion of this risk factor on page 46 of this prospectus.

•        PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us. See more detailed discussion of this risk factor on page 47 of this prospectus.

•        You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in the prospectus based on foreign laws. See more detailed discussion of this risk factor on page 48 of this prospectus.

Risks Related to Our Business and Industry

We also are subject to risks related to our business and industry, including but not limited to:

•        We operate in an emerging and evolving market, which may develop more slowly or differently than we expect. If our market does not grow as we expect, or if we cannot expand our products and services to meet the demands of this market, our revenue may decline, or fail to grow, and we may continue to incur operating losses. See more detailed discussion of this risk factor on page 20 of this prospectus.

•        If we are not able to introduce new features or products successfully and to make enhancements to our existing products and services, our business and results of operations could be adversely affected. See more detailed discussion of this risk factor on page 21 of this prospectus.

•        Defects, errors or any other problems associated with our products and services could diminish demand for our products or services, harm our business and results of operations and subject us to liability. See more detailed discussion of this risk factor on page 21 of this prospectus.

•        We could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property could adversely affect our business, operating results and financial condition. See more detailed discussion of this risk factor on page 25 of this prospectus.

•        We and our directors, management, employees and shareholders may from time to time be subject to claims, controversies, lawsuits, other legal and administrative proceedings and fines, which could have a material adverse effect on our business, results of operations, financial condition and reputation. See more detailed discussion of this risk factor on page 31 of this prospectus.

Risks Related to Our Corporate Structure

We are also subject to risks and uncertainties related to our corporate structure, including, but are not limited to, the following:

•        The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States. See more detailed discussion of this risk factor on page 35 of this prospectus.

•        Our dual class structure concentrates a majority of voting power in Mr. Lianqi Liu, our Chairman of the Board, who is major owner of our Class B Ordinary Shares. See more detailed discussion of this risk factor on page 35 of this prospectus.

•        Any future issuances of Class B Ordinary Shares may be dilutive to the voting power of the holders of Class A Ordinary Shares. See more detailed discussion of this risk factor on page 36 of this prospectus.

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Risks Related to the Class A Ordinary Shares and this Offering

In addition to the risks described above, we are subject to general risks and uncertainties relating to this Offering and the trading market, including, but not limited to, the following:

•        The initial public Offering price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile. See more detailed discussion of this risk factor on page 51 of this prospectus.

•        You will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased. See more detailed discussion of this risk factor on page 51 of this prospectus.

•        We incur significantly increased costs as a result of operating as a public company, and our management has no prior experience in managing and operating a public company and required to devote substantial time to compliance initiatives and reporting requirements associated therewith. See more detailed discussion of this risk factor on page 53 of this prospectus.

•        As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain Nasdaq Stock Exchange corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares. See more detailed discussion of this risk factor on page 54 of this prospectus.

•        We are and will be a “controlled company” within the meaning of the Nasdaq listing requirements upon the closing of this Offering and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements. See more detailed discussion of this risk factor on page 55 of this prospectus.

Corporate History and Structure

Wuxin Technology Holdings, Inc. is an exempted company incorporated with limited liability under the laws of the Cayman Islands on June16, 2021. Wuxin Holding wholly owns Wuxin Hong Kong, a company incorporated under the laws of the Hong Kong S.A.R. of the PRC on July5, 2021. Wuxin Hong Kong is the sole shareholder of WFOE, a limited liability company formed under the laws of the PRC on August10, 2021, which owns 100% of Wuxin Technology, a company established under the laws of the PRC on May17, 2005.

In connection with this Offering, we have undertaken a reorganization of our corporate structure (the “Reorganization”) in the following steps:

•        on June16, 2021, Wuxin Technology Holdings, Inc. was incorporated under the laws of the Cayman Islands;

•        on July5, 2021, Wuxin Technology Holding Group Limited., or Wuxin Hong Kong, was incorporated in Hong Kong as a wholly owned subsidiary of Wuxin Technology Holdings, Inc.;

•        on August10, 2021, Shenzhen Wuxin Holding Co., Ltd. was incorporated pursuant to PRC laws as a WFOE and a wholly owned subsidiary of Wuxin Hong Kong;

•        on November10, 2021, each of the shareholders of Wuxin Technology has entered into a share transfer agreement with WFOE, pursuant to which, WFOE acquired 100% of the equity interest of Wuxin Technology;

•        between June 2021 and December 2021, our Company and our shareholders undertook a series of corporate actions, including share issuances in, re-designation of our ordinary shares into Class A and Class B Ordinary Shares in December 2021.

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Certain share issuances are related to the Reorganization and are presented on a retroactive basis to reflect the Reorganization.

The following diagram illustrates our corporate structure:

Organizational chart

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Summary of Financial Position and Cash Flows of Wuxin Holding and Subsidiaries

The audited financial statements included in this prospectus reflect financial position, results of operations, and cash flows of the registrant and Cayman Islands incorporated parent company, Wuxin Holding, together with those of its China-based subsidiaries, on a consolidated basis. The tables below are condensed consolidating schedules summarizing separately the financial position and cash flows of the registrant and Cayman Islands incorporated parent company, Wuxin Holding (“Parent Company” in the tables below), and its China-based subsidiaries (“Subsidiaries” in the tables below), together with eliminating adjustments:

	As of June 30, 2021											As of June 30, 2020
	Parent company		Subsidiaries		Sub Total		Elimination			Consolidated		Parent company		Subsidiaries		Sub Total		Elimination			Consolidated
Assets
Current assets:
Cash and cash equivalents		—		5,792,608		5,792,608		—			5,792,608		—		6,883,769		6,883,769		—			6,883,769
Restricted cash		—		155,113		155,113		—			155,113		—		102,432		102,432		—			102,432
Short-term investments		—		773,982		773,982		—			773,982		—		505,262		505,262		—			505,262
Notes receivable		—		1,864,984		1,864,984		—			1,864,984		—		1,511,408		1,511,408		—			1,511,408
Accounts receivable, net – third parties		—		11,962,984		11,962,984		—			11,962,984		—		9,095,652		9,095,652		—			9,095,652
Accounts receivable, net – related parties		—		1,223,557		1,223,557		—			1,223,557		—		—		—		—			—
Inventories		—		4,227,052		4,227,052		—			4,227,052		—		3,122,723		3,122,723		—			3,122,723
Advances to suppliers		—		1,906,685		1,906,685		—			1,906,685		—		1,542,491		1,542,491		—			1,542,491
Due from related parties		—		1,440,952		1,440,952		—			1,440,952		—		590,534		590,534		—			590,534
Loan receivable		—		2,398,466		2,398,466		—			2,398,466		—		662,292		662,292		—			662,292
Prepayment and other receivables		—		302,255		302,255		—			302,255		—		443,228		443,228		—			443,228
Total current assets	$	—	$	32,048,638	$	32,048,638	$	—		$	32,048,638	$	—	$	24,459,791	$	24,459,791	$	—		$	24,459,791
Long-term investments		—		79,875		79,875					79,875		—		72,887		72,887					72,887
Property, plant and equipment, net		—		3,563,196		3,563,196					3,563,196		—		2,810,233		2,810,233					2,810,233
Intangible assets, net		—		49,065		49,065					49,065		—		10,880		10,880					10,880
Deferred tax assets, net		—		118,408		118,408					118,408		—		401,188		401,188					401,188
Investment in subsidiaries		10,499,106		—		10,499,106		(10,499,106	)		—		10,494,471		—		10,494,471		(10,494,471	)		—
TOTAL ASSETS	$	10,499,106	$	35,859,182	$	46,358,288	$	(10,499,106	)	$	35,859,182	$	10,494,471	$	27,754,979	$	38,249,450	$	(10,494,471	)	$	27,754,979
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		—		7,558,022		7,558,022		—			7,558,022		—		5,631,601		5,631,601		—			5,631,601
Advances from customers – third parties		—		2,282,088		2,282,088		—			2,282,088		—		2,553,890		2,553,890		—			2,553,890
Advances from customers – related parties		—		38,797		38,797		—			38,797		—		—		—		—			—
Taxes payable		—		456,083		456,083		—			456,083		—		573,428		573,428		—			573,428
Due to related parties		—		701,517		701,517		—			701,517		—		629,417		629,417		—			629,417
Short-term borrowings		—		2,801,814		2,801,814		—			2,801,814		—		2,634,509		2,634,509		—			2,634,509
Other payables and current liabilities		—		1,075,672		1,075,672		—			1,075,672		—		663,674		663,674		—			663,674
Total current liabilities	$	—	$	14,913,993	$	14,913,993	$	—		$	14,913,993	$	—	$	12,686,519	$	12,686,519	$	—		$	12,686,519
Long-term borrowings		—		524,806		524,806		—			524,806		—		150,573		150,573		—			150,573
TOTAL LIABILITIES	$	—	$	15,438,799	$	15,438,799	$	—		$	15,438,799	$	—	$	12,837,092	$	12,837,092	$	—		$	12,837,092

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	As of June 30, 2021											As of June 30, 2020
	Parent company		Subsidiaries		Sub Total		Elimination			Consolidated		Parent company		Subsidiaries			Sub Total			Elimination			Consolidated
COMMITMENTS AND CONTINGENCIES		—		—		—		—			—		—		—			—			—			—
Shareholders’ Equity:
Ordinary Shares, US$0.0001 par value, 500,000,000 shares authorized, 34,000,000 shares issued and outstanding		3,400		10,070,104		10,073,504		(10,070,104	)		3,400		3,400		10,065,469			10,068,869			(10,065,469	)		3,400
Additional paid-in capital		10,495,706		429,002		10,924,708		(429,002	)		10,495,706		10,491,071		429,002			10,920,073			(429,002	)		10,491,071
Statutory surplus reserves		—		1,326,236		1,326,236		—			1,326,236		—		785,482			785,482			—			785,482
Retained earnings		—		7,388,963		7,388,963		—			7,388,963		—		3,955,203			3,955,203			—			3,955,203
Accumulated other comprehensive income (loss)		—		305,379		305,379		—			305,379		—		(1,129,460	)		(1,129,460	)		—			(1,129,460	)
Equity attributable to Wuxin Holdings’ shareholders	$	10,499,106	$	19,519,684	$	30,018,790	$	(10,499,106	)	$	19,519,684	$	10,494,471	$	14,105,696		$	24,600,167		$	(10,494,471	)	$	14,105,696
Non-controlling interests		—		900,699		900,699		—			900,699		—		812,191			812,191			—			812,191
TOTALSHAREHOLDERS’ EQUITY	$	10,499,106	$	20,420,383	$	30,919,489	$	(10,499,106	)	$	20,420,383	$	10,494,471	$	14,917,887		$	25,412,358		$	(10,494,471	)	$	14,917,887
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	10,499,106	$	35,859,182	$	46,358,288	$	(10,499,106	)	$	35,859,182	$	10,494,471	$	27,754,979		$	38,249,450		$	(10,494,471	)	$	27,754,979

	For the year ended June 30, 2021													For the year ended June 30, 2020
	Parent company		Subsidiaries			Sub Total			Elimination		Consolidated			Parent company		Subsidiaries			Sub Total			Elimination		Consolidated
Cash Flows from Operating Activities:
Net income	$	—	$	6,184,214		$	6,184,214		$	—	$	6,184,214		$	—	$	4,165,799		$	4,165,799		$	—	$	4,165,799
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		—		742,511			742,511			—		742,511			—		543,145			543,145			—		543,145
Bad debt provision		—		92,938			92,938			—		92,938			—		70,068			70,068			—		70,068
Deferred tax benefits (expenses)		—		314,077			314,077			—		314,077			—		31,516			31,516			—		31,516
Loss from disposal of property, plant and equipment		—		57,487			57,487			—		57,487			—		—			—			—		—
Interest accrued on bank borrowings		—		109,857			109,857			—		109,857			—		62,453			62,453			—		62,453
Changes in operating assets and liabilities:
Short-term investments		—		(215,359	)		(215,359	)		—		(215,359	)		—		(508,869	)		(508,869	)		—		(508,869	)
Notes receivable		—		(204,004	)		(204,004	)		—		(204,004	)		—		(176,872	)		(176,872	)		—		(176,872	)
Accounts receivable		—		(3,239,895	)		(3,239,895	)		—		(3,239,895	)		—		(643,432	)		(643,432	)		—		(643,432	)
Inventories		—		(786,956	)		(786,956	)		—		(786,956	)		—		77,846			77,846			—		77,846
Advance to suppliers		—		(211,472	)		(211,472	)		—		(211,472	)		—		(849,653	)		(849,653	)		—		(849,653	)
Prepayment and other receivables		—		179,376			179,376			—		179,376			—		(154,661	)		(154,661	)		—		(154,661	)
Accounts payable		—		1,355,517			1,355,517			—		1,355,517			—		185,919			185,919			—		185,919
Advances from customers		—		(467,210	)		(467,210	)		—		(467,210	)		—		1,161,797			1,161,797			—		1,161,797
Tax payable		—		(168,481	)		(168,481	)		—		(168,481	)		—		232,491			232,491			—		232,491
Other payables and current liabilities		—		340,589			340,589			—		340,589			—		(995,936	)		(995,936	)		—		(995,936	)
Net cash provided by operating activities	$	—	$	4,083,189		$	4,083,189		$	—	$	4,083,189		$	—	$	3,201,611		$	3,201,611		$	—	$	3,201,611

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	For the year ended June 30, 2021													For the year ended June 30, 2020
	Parent company		Subsidiaries			Sub Total			Elimination		Consolidated			Parent company		Subsidiaries			Sub Total			Elimination		Consolidated
Cash Flows from Investing Activities:
Purchases of property, plant and equipment		—		(1,308,434	)		(1,308,434	)		—		(1,308,434	)		—		(566,308	)		(566,308	)		—		(566,308	)
Disposal of property, plant and equipment		—		39,563			39,563			—		39,563			—		—			—			—		—
Purchases of intangible assets		—		(38,000	)		(38,000	)		—		(38,000	)		—		—			—			—		—
Lending to loan receivable		—		(2,187,673	)		(2,187,673	)		—		(2,187,673	)		—		(558,902	)		(558,902	)		—		(558,902	)
Repayments from loan receivable		—		552,328			552,328			—		552,328			—		859,945			859,945			—		859,945
Long-term investment		—		—			—			—		—			—		(73,407	)		(73,407	)		—		(73,407	)
Net cash used in investing activities	$	—	$	(2,942,216	)	$	(2,942,216	)	$	—	$	(2,942,216	)	$	—	$	(338,672	)	$	(338,672	)	$	—	$	(338,672	)
Cash Flows from Financing Activities:
Proceeds from bank borrowings		—		3,672,220			3,672,220			—		3,672,220			—		2,925,199			2,925,199			—		2,925,199
Repayments to bank borrowings		—		(3,513,702	)		(3,513,702	)		—		(3,513,702	)		—		(1,472,322	)		(1,472,322	)		—		(1,472,322	)
Repayments to related parties		—		(764,593	)		(764,593	)		—		(764,593	)		—		(1,106,696	)		(1,106,696	)		—		(1,106,696	)
Proceeds from shareholders’ contribution		—		4,635			4,635			—		4,635			—		59,746			59,746			—		59,746
Distribution to shareholders		—		(2,207,472	)		(2,207,472	)		—		(2,207,472	)		—		—			—			—		—
Net cash (used in) provided by financing activities	$	—	$	(2,808,912	)	$	(2,808,912	)	$	—	$	(2,808,912	)	$	—	$	405,927		$	405,927		$	—	$	405,927
Effect of changes in currency exchange rates		—		629,459			629,459			—		629,459			—		(134,602	)		(134,602	)		—		(134,602	)
Net increase in cash, cash equivalents and restricted cash		—		(1,038,480	)		(1,038,480	)		—		(1,038,480	)		—		3,134,264			3,134,264			—		3,134,264
Cash, cash equivalents and restricted cash at the beginning of year				6,986,201			6,986,201					6,986,201					3,851,937			3,851,937					3,851,937
Cash, cash equivalents and restricted cash at the end of year	$	—	$	5,947,721		$	5,947,721		$	—	$	5,947,721		$	—	$	6,986,201		$	6,986,201		$	—	$	6,986,201
Reconciliation of cash, cash equivalents and restricted cash to Consolidated Balance Sheets
Cash and cash equivalents		—		5,792,608			5,792,608			—		5,792,608			—		6,883,769			6,883,769			—		6,883,769
Restricted cash		—		155,113			155,113			—		155,113			—		102,432			102,432			—		102,432
Total cash, cash equivalents and restricted cash	$	—	$	5,947,721		$	5,947,721		$	—	$	5,947,721		$	—	$	6,986,201		$	6,986,201		$	—	$	6,986,201
Supplemental disclosures of cash flows information:
Cash paid for income taxes		—		370,040			370,040			—		370,040			—		18,584			18,584			—		18,584
Cash paid for interest		—		109,857			109,857			—		109,857			—		62,453			62,453			—		62,453

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The parent company, Wuxin Holding, does not conduct operations separately from its China-based subsidiaries. Accordingly, the results of operations set forth in the audited consolidated financial statements included in this Prospectus are solely those of the China-based subsidiaries.

Permission or Approval Required from the PRC Authorities for Our Operation and Offering

To operate our business activities currently conducted in China, each of our Chinese subsidiaries is required to obtain a business license from the State Administration for Market Regulation (“SAMR”). Each of our Chinese subsidiaries has obtained a valid business license from the SAMR, and no application for any such license has been denied.

We and our PRC subsidiaries are currently not required to obtain permission from any of the PRC authorities to issue our Class A Ordinary Shares to foreign investors. In addition, we and our PRC subsidiaries are not required to obtain permission or approval for the issuance of Class A Ordinary Shares to foreign investors from the PRC authorities including China Securities Regulatory Commission (“CSRC”) or CAC, or any other PRC governmental authorities, nor have we or our PRC subsidiaries received any denial for this Offering. As of the date of this prospectus, we or our subsidiaries have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.

We are aware, however, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

On December 24, 2021, the CSRC, issued Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Administration Provisions”), and the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Measures”), which are now open for public comments. The Administration Provisions and Measures for overseas listings lay out specific requirements for filing documents and include unified regulation management, strengthening regulatory coordination, and cross-border regulatory cooperation. Domestic companies seeking to list abroad must carry out relevant security screening procedures if their businesses involve such supervision. Companies endangering national security are among those off-limits for overseas listings. According to Relevant Officials of the CSRC Answered Reporter Questions (“CSRC Answers”), after the Administration Provisions and Measures are implemented upon completion of public consultation and due legislative procedures, the CSRC will formulate and issue guidance for filing procedures to further specify the details of filing administration and ensure that market entities could refer to clear guidelines for filing, which means it still takes time to make the Administration Provisions and Measures into effect. As the Administration Provisions and Measures have not yet come into effect, we are currently unaffected. However, according to CSRC Answers, new initial public offerings and refinancing by existent overseas listed Chinese companies will be required to go through the filing process; other existent overseas listed companies will be allowed sufficient transition period to complete their filing procedure, which means we will certainly go through the filing process for this Offering.

Pursuant to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November7, 2016 and took effect on June1, 2017, personal information and important data collected and generated by a critical information infrastructure operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the CAC. Due to the lack of further interpretations, the exact scope of “critical information infrastructure operator” remains unclear. On December28, 2021, the CAC and other relevant PRC governmental authorities jointly promulgated the Cybersecurity Review Measures (the “new Cybersecurity Review Measures”) to replace the original Cybersecurity Review Measures. The new Cybersecurity Review Measures took effect on February15, 2022. Pursuant to the new Cybersecurity Review Measures, if critical information infrastructure operators purchase network products and services, or network platform operators conduct data processing activities that affect or may affect national security, they will be subject to cybersecurity review. A network platform operator holding more than one million users/users’ individual information also shall be subject to cybersecurity review before listing abroad. The cybersecurity review will evaluate, among others, the risk of critical information infrastructure, core data, important data, or a large amount of personal information being influenced,

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controlled or maliciously used by foreign governments and risk of network data security after going public overseas. As advised by our PRC counsel, King & Capital Law Firm, we do not expect to be subject to cybersecurity review because: (i) we do not collect or maintain personal information in our business operations and (ii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. exchange. If applicable laws, regulations, or interpretations change, and we are required to obtain permission or approval from the PRC authority for the Offering of our Class A Ordinary Shares in the U.S. in the future, and if any of such permission or approval were not received maintained, or subsequently rescinded, it may significantly limit or completely hinder our ability to complete this Offering or cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Risk Factors — Risks Related to Doing Business in China” and “Risk Factors — Risks Related to Our Corporate Structure” herein.

Dividend Distributions or Assets Transfer among Wuxin Holding and Its Subsidiaries

In the reporting periods presented in this prospectus and throughout the date of this prospectus, no dividends, distribution or other transfers of funds have occurred between and among Wuxin Holding and its subsidiaries, on the one hand; and Wuxin Holding and its subsidiaries, on the other hand, have not made any dividends, distributions or other transfer of funds to investors. For the foreseeable future, we intend to use the earnings for research and development purpose, investment in technology infrastructure, marketing and branding. As a result, we do not expect to pay any cash dividends. To the extent that we may in the future seek to fund the business through distribution, dividends or transfer of funds among and between holding company and subsidiaries, any such transfer of funds with PRC subsidiaries is subject to government regulations. The structure of cash flows within holding company and PRC subsidiaries and a summary of the applicable regulations, is as follows:

1.      Within the direct holding structure, the cross-border transfer of funds within Wuxin Holding and its PRC subsidiaries is legal and compliant with the laws and regulations of the PRC. After foreign investors’ funds enter at the consummation of the Offering, the funds can be directly transferred to its subsidiaries including Wuxin Hong Kong, and then transferred to subordinate operating entities through Wuxin Hong Kong according to the laws and regulation of the PRC.

2.      If Wuxin Holding intends to distribute dividends, its PRC subsidiaries will transfer the dividends to Wuxin Hong Kong in accordance with the laws and regulations of the PRC, and then Wuxin Hong Kong will transfer the dividends to its parent company, and the dividends will be distributed by Wuxin Holding to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

3.       Wuxin Holding’s PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of the PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capitals. These reserves are not distributable as cash dividends.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10%. However, if the relevant tax authorities determine that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced 5% withholding rate will apply to dividends received by the Hong Kong subsidiary from its PRC subsidiaries. This withholding tax will reduce the amount of dividends we may receive from the PRC subsidiaries.

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To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if the subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.

Foreign currency exchange regulation in the PRC is primarily governed by the Regulations on the Administration of Foreign Exchange, most recently revised by the State Council on August5, 2008, Notice on Further Simplifying and Improving Policies of Foreign Exchange Administration Regarding Direct Investment issued by SAFE on February13, 2015, and the Provisions on the Administration of Settlement, Sale and Payment of Foreign Exchange promulgated by People’s Bank of China on June20, 1996. Currently, RMB is convertible for current account items, including the distribution of dividends, interest payments, trade and service related foreign exchange transactions. Conversion of RMB for most capital account items, such as direct investment, security investment and repatriation of investment, however, is still subject to registration with the SAFE. Foreign-invested enterprises may buy, sell and remit foreign currencies at financial institutions engaged in foreign currency settlement and sale after providing valid commercial documents and, in the case of most capital account item transactions, obtaining approval from the SAFE. Capital investments by foreign enterprises are also subject to limitations, which include approvals by the NDRC, the Ministry of Construction, and registration with the SAFE.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC company. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong company must be the beneficial owner of the relevant dividends; and (b) the Hong Kong company must directly hold no less than 25% share ownership in the PRC company during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong company must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by our PRC subsidiary to its immediate holding company, Wuxin Hong Kong. As of the date of this prospectus, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Wuxin Hong Kong intends to apply for the tax resident certificate when WFOE plans to declare and pay dividends to Wuxin Hong Kong. See “Risk Factors — There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.”

Implication of Holding Foreign Companies Accountable Act

U.S. laws and regulations, including the Holding Foreign Companies Accountable Act, or HFCAA, may restrict or eliminate our ability to complete a business combination with certain companies, particularly those acquisition candidates with substantial operations in China.

On March24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. An identified issuer will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. In June 2021, the Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if signed into law, would reduce the time period for the delisting of foreign companies under the HFCAA to two consecutive years instead of three years. If our auditor cannot be inspected by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, the trading of our securities on any U.S. national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited. On September22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated

14

under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions.

Our auditor, TPS Thayer LLC, the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess TPS Thayer LLC’s compliance with applicable professional standards. TPS Thayer LLC is headquartered in Sugar Land, Texas with no branches or offices outside the United States and has been inspected by the PCAOB on a regular basis. Our auditor is not subject to the determinations as to the inability to inspect or investigate registered firms completely announced by the PCAOB on December16, 2021.

However, these recent developments would add uncertainties to our Offering, and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or the sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. In the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the our securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist our securities. See “Risk Factors — Risks Related to Doing Business in China — Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspected by the Public Company Accounting Oversight Board (the “PCAOB”), there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on June22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.” on page 39.

Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (as amended by the Fixing America’s Surface Transportation Act of 2015), or the JOBS Act. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise generally applicable to public companies. These provisions include, but are not limited to:

•        being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our SEC filings;

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

•        reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and

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

15

Pursuant to the JOBS Act, we have elected to take advantage of the benefits of this extended transition period for complying with new or revised accounting standards. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this Offering; (iii) the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Implication of Being a Foreign Private Issuer

We are incorporated in the Cayman Islands, and more than 50 percent of our outstanding voting securities are not directly or indirectly held by residents of the United States. Therefore, we are a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4(c) under the Exchange Act. As a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short-swing profit disclosure and recovery regime.

Implication of Being a Controlled Company

Upon the completion of this Offering, our outstanding share capital will consist of Class A Ordinary Shares and Class B ordinary shares, and Mr.Lianqi Liu, our chairman of the board of directors and chief executive officer, will beneficially own [    ]% of our total voting power, assuming that the underwriters do not exercise their option to purchase additional shares, or [    ]% of our total voting power, assuming that the option to purchase additional shares is exercised by the underwriters in full. As a result, we will be a “controlled company” as defined under related NASDAQ listing standards because Mr.Lianqi Liu will hold more than 50% of the voting power. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Corporate Information

Our principle executive offices are located at 15th Floor Infor Science Building No 2. Qiong Yu Road, Nanshan District, Shenzhen city, Guangdong Province, China. Our telephone number is +0755-86379339. Our principal website address is http://www.wxtiot.com/. The information on, or accessible through, any of our websites is not a part of this prospectus, nor is such content incorporated by reference herein, and should not be relied upon in determining whether to make an investment in our Class A Ordinary Shares.

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THE OFFERING

Issuer	Wuxin Technology Holding Group Co., Ltd
Class A Ordinary Shares offered by us	[        ] Class A Ordinary Shares
Over-allotment option	We have granted the Representative a 45-day option to purchase up to an additional [        ] Class A Ordinary Shares, representing 15% of the aggregate number of Class A Ordinary Shares sold in the Offering, from us to cover over-allotments, if any. Except as otherwise noted, all information in this prospectus reflects and assumes no exercise of the over-allotment option.
Price per Class A Ordinary Share	We currently estimate that the initial public offering price will be between $[        ] and $[        ] per Class A Ordinary Share.
Ordinary shares issued and outstanding prior to completion of this Offering	11,654,000 Class A Ordinary Shares and 22,346,000 Class B Ordinary Shares. Our ordinary shares are divided into Class A Ordinary Shares and Class B Ordinary Shares of a nominal or par value of US$0.0001 each. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to 10 votes. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof, while Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a holder thereof to any non-affiliate of such holder, each of such Class B Ordinary Share will be automatically and immediately converted into one Class A Ordinary Share. All options and restricted shares, regardless of grant dates, will entitle holders to the equivalent number of Class A Ordinary Shares once the vesting and exercising conditions on such share-based compensation awards are met. See “Description of Share Capital.”
Ordinary shares outstanding immediately after this Offering	[        ] Class A Ordinary Shares and 22,346,000 Class B Ordinary Shares.
Listing	We have applied to list our Class A Ordinary Shares listed on Nasdaq Capital Market. There is no public market for our Class B Ordinary Shares.
Nasdaq Capital Market symbol	We have reserved the symbol “WXT” for purposes of listing our ordinary shares on Nasdaq Capital Market.
Transfer Agent	[        ]

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Lock-up Agreement	Each of our executive officers and directors and 5% or more holders of all of our shares outstanding prior to the effective date of this Offering, have agreed with the Representative, for a period of 180 days from the commencement of sales of the Offering (the “Lock-Up Period”), not to directly or indirectly (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any ordinary shares of the Company or any securities convertible into or exercisable or exchangeable for ordinary shares of the Company, whether now owned or hereafter acquired by such person or with respect to which such person has or hereafter acquires the power of disposition; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities; (iii) make any demand for or exercise any right with respect to the registration of any such securities; or (iv) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any such securities. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the SEC any registration statement relating to, any shares of the Company or any securities convertible into or exercisable or exchangeable for shares of the Company; (ii) complete any Offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of the Company, whether any such transaction described in clause (i), (ii), or (iii) above is to be settled by delivery of shares of the Company or such other securities, in cash or otherwise.
Use of proceeds	We intend to use the proceeds from this Offering for research and development purpose, investment in technology infrastructure, marketing and branding, and working capital and general corporate purposes. See “Use of Proceeds” for more information.
Risk factors	The Class A Ordinary Shares offered hereby involve a high degree of risk. You should read “Risk Factors,” for a discussion of factors to consider before deciding to invest in our Class A Ordinary Shares.

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Summary Financial Data

The following selected historical statements of operations for the fiscal years ended June 30, 2021 and 2020, and balance sheet data as of June 30, 2021 and 2020 have been derived from our audited consolidated financial statements for those periods. Our historical results are not necessarily indicative of the results that may be expected in the future. You should read this data together with our consolidated financial statements and related notes appearing elsewhere in this prospectus as well as “Management’s Discussion and Analysis of Financial Condition and,” appearing elsewhere in the prospectus.

	For the years ended June 30,
	2021			2020
Revenues	$	46,977,350		$	31,833,721
Cost of Sales	$	31,952,275		$	21,970,569
Gross profit	$	15,025,075		$	9,863,152
Total operating expenses	$	8,783,808		$	6,517,271
Income from operations	$	6,241,267		$	3,345,881
Other non-operating income (expenses), net	$	506,276		$	1,130,806
Provision for income taxes	$	(563,329	)	$	(310,888	)
Net income	$	6,184,214		$	4,165,799
Net income attributable to Wuxin Holdings	$	5,961,239		$	3,972,481
Earnings per share, basic and diluted	$	0.18		$	0.12
Weighted average ordinary shares outstanding	$	34,000,000		$	34,000,000

	As of June 30,
	2021		2020
Balance sheet data
Total current assets	$	32,048,638	$	24,459,791
Total assets	$	35,859,182	$	27,754,979
Total liabilities	$	15,438,799	$	12,837,092
Total liabilities and equity	$	35,859,182	$	27,754,979

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RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and in the sections referenced above are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

We operate in an emerging and evolving market, which may develop more slowly or differently than we expect. If our market does not grow as we expect, or if we cannot expand our products and services to meet the demands and evolving standard of the IoT market, our revenue may decline, or fail to grow, and we may continue to incur operating losses.

The IoT markets are at an early stage of development. There is considerable uncertainty over the size and rate at which these markets will grow, as well as whether our products and services will be widely accepted. Moreover, the IoT market is subject to rapid technological change, evolving industry standards, changing regulations, as well as changing customer needs, requirements and preferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis. If we are unable to develop and launch new products and services or provide enhancements and new features to keep pace with rapid technological and industry changes, our business, results of operations and financial condition could be adversely affected. If new technologies emerge that are able to deliver competitive products and services at lower prices or more efficiently or securely, such technologies could adversely impact our ability to compete effectively.

Our products and services must also integrate with a variety of network, hardware, software and technologies, and we need to continuously modify and enhance our products, services and platform to adapt to changes and innovation. For example, if customers adopt new software, we may be required to develop new versions of our products and services to be compatible with such new software. This development effort may require significant resources, which would adversely affect our business, results of operations and financial condition. Any failure of our products and services to operate effectively with evolving or new software and technologies could reduce the demand for our products and services. If we are unable to respond to these changes in a cost-effective manner, our products and services may become less marketable and less competitive or obsolete, and our business, results of operations and financial condition could be adversely affected.

We have a limited operating history, making it difficult to forecast our future results of operations.

We commenced our operations in May 2005. Our relatively limited operating history makes it difficult to evaluate our current business and prospects, and to plan for our anticipated future growth. As a result of our limited operating history, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Our historical revenue growth should not be considered indicative of our future performance.

Further, in future periods, our revenue growth could slow down or our revenue could decline for a number of reasons, including slowing demand for our offerings, increased competition, changes to technology, a decrease in the growth of our overall market, or our failure, for any reason, to continue to take advantage of growth opportunities. We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described below. If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer.

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Our recent growth may not be indicative of our future growth, and we may not be able to sustain our revenue growth rate in the future. Our growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We have experienced rapid growth since the inception of our operations. Our revenue increased by 47.6% in the fiscal year ended June30, 2021 comparing to the fiscal year ended June30, 2020. However, you should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. We cannot assure you that we will be able to manage our growth at the same rate as we did in the past, or avoid any decline in the future. To maintain our growth, we need to attract more customers, hire more qualified R&D staff and other staff, scale up our business and strengthen our technology infrastructure, among others. Moreover, our current and planned staffing, systems, policies, procedures and controls may not be adequate to support our future operations. To effectively manage the expected growth of our operations and personnel, we will also be required to refine our operational, financial and management controls and reporting systems and procedures. If we fail to efficiently manage the expansion of our business, our costs and expenses may increase faster than we planned and we may not successfully attract a sufficient number of customers and end users in a cost-effective manner, respond timely to competitive challenges, or otherwise execute our business strategies. Our growth requires significant financial resources and will continue to place significant demands on our management. There is no guarantee that we will be able to effectively manage any future growth in an efficient, cost-effective and timely manner, or at all. Our growth in a relatively short period of time is not necessarily indicative of results that we may achieve in the future. If we fail to effectively manage the growth of our business and operations, our reputation, results of operations and overall business and prospects could be negatively impacted.

Our customers may be subject to periods of cyclical downturn.

Although our customer base is diversified, as of June30, 2021, 3% of our customers are in the real estate, hotel, and bicycle-sharing industries, which are currently experiencing a cyclical downturn due to the outbreak of Covid-19. We are committed to further upgrade our products and services offering, and to engage business in more industry verticals. However, there can be no assurance that downturns or prolonged adverse conditions in the hotel industry, in real estate or capital markets or in national or local economies will not have a material adverse impact on us.

If we are not able to introduce new features or products successfully and to make enhancements to our existing products and services, our business and results of operations could be adversely affected.

To attract new customers and end users and keep our existing ones engaged, we must introduce new products and services and upgrade our existing offerings to meet their evolving preferences. It is difficult to predict the preferences of a particular customer or a specific group of customers. Changes and upgrades to our existing products may not be well received by our customers and end users, and newly introduced products or services may not achieve success as expected. For example, we may introduce new industry connectivity, Internet of vehicle or smart home products for new industry verticals, with which we have little or no prior experience. Such efforts may require us to contribute a substantial amount of additional human capital and financial resources. We cannot assure you that any of such new products will achieve market acceptance or generate sufficient revenues to adequately compensate the costs and expenses incurred in relation to our development and promotion efforts. Enhancements and new products and services that we develop may not be introduced in a timely or cost-effective manner, may contain errors or defects, or other products and services or may not achieve the broad market acceptance necessary to generate significant revenue. If we fail to improve our existing products and introduce new ones in a timely or cost-effective manner, our ability to attract and retain customers and end users may be impaired, and our financial performance and prospects may be adversely affected.

Defects, errors or any other problems associated with our products and services could diminish demand for our products or services, harm our business and results of operations and subject us to liability.

Our customers use our products and services for important aspects of their businesses, and any errors, defects or disruptions to our products and services and any other performance problems with our products and services could damage our customers’ businesses and, in turn, hurt our brand and reputation. We provide regular updates to our products and services, which have in the past contained, and may in the future contain, undetected errors, failures, vulnerabilities and bugs when first introduced or released. Real or perceived errors, failures, bugs or security vulnerabilities in our products could result in negative publicity, loss of or delay in market acceptance, loss of competitive position, lower

customer retention or claims by customers for losses sustained by them. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem. As a result, our reputation and our brand could be harmed, and our business, operating results and financial condition may be adversely affected. Moreover, certain edge capabilities that we offer are embedded in modules manufactured by certain third-party suppliers; we also use third-party suppliers to manufacture the finished smart devices for our smart device distribution customers. Such modules and finished smart devices may contain defects, errors or other product issues, which may negatively impact the performance of our products and services, and smart devices, damage our reputation, harm our ability to attract new and existing customers, and incur significant support, repair or replacement costs even if we can be reimbursed from the third-party suppliers.

We generate a significant portion of our revenues from a limited number of major customers and any loss of business from these customers could have a negative impact on our revenues and harm our business.

We derive a significant portion of our revenues from a limited number of major customers. Our five largest customers in the fiscal years ended June30, 2021 and 2020 accounted for approximately 12.1% and 26.9% of our revenues, respectively. Our ability to maintain close relationships with major customers is essential to the success of our business. The purchase orders placed by specific customers may vary from period to period, and we typically do not have long-term purchase commitments from our customers. As a result, most of our customers could reduce or cease their use of our products and services at any time without any penalty or termination charges. A major customer in one year may not provide the same level of revenues for us in any subsequent year. In addition, reliance on any individual customer for a significant portion of our revenues may give that customer a degree of pricing leverage when negotiating contracts and terms of service with us.

Many factors not within our control could cause the loss of, or reduction in, business or revenues from any customer, and these factors are not predictable. These factors include, among others, pricing pressure from competitors, a change in a customer’s business strategy, or failure of a module supplier to develop competitive products. Our customers may choose to pursue alternative technologies and develop alternative products in addition to, or in lieu of, our products, either on their own or in collaboration with others, including our competitors. The loss of any major customer, or a significant decrease in the volume of customer demand or the price at which we sell our products to customers, could materially adversely affect our financial condition and results of operations.

We cannot guarantee that our future monetization strategies will be successfully implemented or generate sustainable revenues and profit.

We have developed a diversified revenue model and plan to explore additional opportunities to monetize our customer base and technology by, for example, promoting additional value-added services to end users to generate more subscription fees. If these efforts fail to achieve our anticipated results, we may not be able to increase or maintain our revenue growth. Specifically, in order to increase the number of our customers and end users and their levels of spending, we will need to address a number of challenges, including providing consistent quality products and services; continuing to innovate and stay ahead of our competitors; and improving the effectiveness and efficiency of our sales and marketing efforts. If we fail to address any of these challenges, we may not be successful in increasing the number of our customers and end users and their expenditures with us, which could have a material adverse impact on our business, financial condition and results of operations.

The COVID-19 pandemic has adversely affected, and is expected to continue to pose risks, to our business, results of operations, financial condition and cash flows, and other epidemics or outbreaks of infectious diseases may have a similar impact.

In March 2020, the World Health Organization categorized COVID-19 as a pandemic. The spread of the outbreak has caused significant disruptions in the U.S. and global economies, and the impact may continue to be significant during the rest of the calendar year and potentially beyond. We are subject to risks and uncertainties as a result of the COVID-19 pandemic. We continue to evaluate the global risks and the slowdown in business activity related to COVID-19, including the potential impacts on our employees, customers, suppliers and financial results. For the fiscal year ended June30, 2020 and 2021, COVID-19 required temporary closures of certain of our facilities and recently, an outbreak of the Omicron variant of COVID-19 in Mainland China forced temporary lockdown orders from March14, 2022 to March20, 2022 in several cities in which our customers and suppliers operates. The COVID-19 pandemic

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or other epidemics or outbreaks of infectious diseases could materially adversely impact our results of operations, financial condition and liquidity in several ways. In particular, the continued spread of COVID-19 and efforts to contain the virus could:

•        impair the Company’s ability to manage day-to-day service and product delivery;

•        continue to impact customer demand of our businesses’ products and services;

•        cause disruptions in or closures of the Company’s operations or those of its customers and suppliers;

•        impact global liquidity and the availability of capital;

•        cause the Company to experience an increase in costs as a result of the Company’s emergency measures, delayed payments from customers and uncollectible accounts;

•        cause delays and disruptions in the supply chain resulting in disruptions in the commercial operation of our businesses;

•        cause limitations on our employees’ ability to work and travel;

•        impact availability of qualified personnel;

•        increase cybersecurity risks as remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic; and

•        cause other unpredictable events.

As the situation surrounding COVID-19 remains fluid, it is difficult to predict the duration of the pandemic and the impact on our business, operations, financial condition and cash flows. The severity of the impact on our business in the fiscal year ended June30, 2022 will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic (including the advent of variants and the impact of vaccination on infection and hospitalization rates), the extent and severity of the impact on our customers and suppliers, the continued disruption to the manufacturing of and demand for our businesses’ products and services, the development of China’s policy of effecting closures to avoid infections; the effect of federal, state or local regulations regarding safety measures to address the spread of COVID-19, and the impact of the global business and economic environment on liquidity and the availability of capital, all of which are uncertain and cannot be predicted. Due to the evolving and uncertain nature of this event, we cannot predict at this time the full extent to which the COVID-19 pandemic will adversely impact our business, results and financial condition, which will depend on many factors that are not known at this time. We are staying in close communication with its employees, customers and suppliers, and acting to mitigate the impact of this dynamic and evolving situation, but there is no guarantee we will be able to do so.

Our results may fluctuate from period to period, and if we fail to meet securities analysts’ and investors’ expectations, the trading price of the Class A Ordinary Shares and the value of your investment could decline substantially.

Our operating results have fluctuated from period to period and will continue to vary in the future as a result of a variety of factors, many of which are outside of our control and are unpredictable. For example, our revenue model is based in large part on end user adoption and usage of our customers’ applications, which can constrain our ability to forecast revenue. If operating results for any particular period fall below securities analysts’ and investors’ expectations, then the trading price of the Class A Ordinary Shares could decline substantially. Some factors that may cause our operating results to fluctuate from period to period include:

•        our ability to attract, retain and increase revenue from customers and end users;

•        market acceptance of our products and services and our ability to introduce new products and services and enhance existing products and services;

•        competition and the actions of our competitors, including pricing changes and the introduction of new products and services, services and geographies;

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•        our ability to control costs and operating expenses, including the fees that we pay cloud infrastructure providers and module suppliers;

•        changes in our pricing as a result of our negotiations with our larger customers or our optimization efforts or otherwise;

•        the rate of expansion and productivity of our sales force;

•        change in the mix of products and services that our customers and end users use;

•        changes in end user and customer demand as end users increase and decrease their demands for smart home products due to the imposition or easing of stay-at-home, travel and other government mandates or changes in end user or customer demand for our products and services in response to the COVID-19 pandemic;

•        the expansion of our business, particularly in international markets;

•        changes in foreign currency exchange rates;

•        changes in laws, regulations or regulatory enforcement, in China, or other countries, that impact our ability to market, sell or deliver our products;

•        significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our products and services;

•        general economic and political conditions that may adversely affect a prospective customer’s ability or willingness to adopt our products and services, delay a prospective customer’s adoption decision, reduce the revenue that we generate from the use of our products and services or impact customer retention;

•        extraordinary expenses such as litigation or other dispute-related settlement payments;

•        sales tax and other tax determinations by authorities in the jurisdictions in which we conduct business;

•        the impact of new accounting pronouncements;

•        expenses incurred in connection with mergers, acquisitions or other strategic transactions and integrating acquired business, technologies, services, products and other assets; and

•        fluctuations in share-based compensation expense.

The occurrence of one or more of the foregoing and other factors may cause our operating results to vary significantly. As such, we believe that period-to-period comparisons of our operating results may not be meaningful and should not be relied upon as an indication of future performance. If we fail to meet or exceed the expectations of investors or securities analysts, then the trading price of the Class A Ordinary Shares could fall substantially, and we could face costly lawsuits, including securities class action suits.

Failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our products and services.

Historically, we have relied on the adoption of our products and services by developers through our self-service portal as well as more targeted sales efforts. Our ability to further increase our customer base and achieve broader market acceptance will significantly depend on our ability to expand our marketing and sales operations. We plan to continue expanding our sales force, both domestically and internationally. We also plan to dedicate significant resources to sales and marketing programs. All of these efforts will require us to invest significant financial and other resources and if they fail to attract additional customers and end users our business will be harmed.

We believe that there is significant competition for sales personnel, including sales representatives, sales managers, and sales engineers, with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, and retaining sufficient numbers of sales personnel to support our growth. New hires require significant training and may take significant time before they achieve full productivity. Our new hires may not become productive as quickly as we expect, if at all, and we may be

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unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. In addition, particularly if we continue to grow rapidly, new members of our sales force will have relatively little experience working with us, our products, and our business model. If we are unable to hire and train sufficient numbers of effective sales personnel, our sales personnel do not reach significant levels of productivity in a timely manner, or our sales personnel are not successful in acquiring new customers and end users or expanding usage by existing customers and end users, our business will be harmed.

We believe that continued growth in our business is also dependent upon identifying, developing and maintaining strategic relationships with additional retail channels that can drive substantial revenue. If we fail to identify additional marketing channel in a timely and cost-effective manner, or at all, or are unable to assist our current and future marketing channel in independently selling and deploying our products and services, then our business, operating results, and financial condition could be adversely affected.

Any failure to offer high-quality developer and customer support may adversely affect our relationships with our developers and customers.

High quality, ongoing developer and customer support are critical to the successful marketing, sale and adoption of our products and services. Many of our large customers depend on our customer support team to assist them in deploying our products and services effectively, help them resolve post-deployment issues quickly and provide ongoing support. As we grow our developer and customer base, we will need to further invest in and expand our developer and customer support teams, which could strain our resources and reduce profit margins. If we do not devote sufficient resources or otherwise do not help our developers and customers adopt our products and services, quickly resolve any post-implementation matters, and provide effective ongoing developer and customer support and training, our ability to expand sales to existing and future developers and customers and our reputation would be adversely affected. As we continue to expand our international operations, our support teams will face additional challenges associated with our international operations, including those associated with delivering support and documentation in multiple languages. We might also face additional difficulties associated with providing customer support and warranties to our smart device distribution customers as we may not be able to control customer service terms of third party suppliers. Increased demand for developer and customer support, without corresponding revenue, could increase costs and adversely affect our business, operating results and financial condition. Any failure to maintain high-quality developer and customer support, or a market perception that we do not maintain high-quality developer and customer support, could adversely affect our reputation, business, operating results and financial condition.

We could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property could adversely affect our business, operating results and financial condition.

Our success depends, in part, on our ability to protect our brand, trade secrets, trademarks, patents, domain names, copyrights and proprietary methods and technologies, whether registered or not, that we develop under patent and other intellectual property laws of China and other jurisdictions, so that we can prevent others from using our inventions and proprietary information. We currently rely on patents, trademarks, copyrights and trade secret law to protect our intellectual property rights. However, we cannot assure you that any of our intellectual property rights will not be challenged, invalidated or circumvented, or that our intellectual property will be sufficient to provide us with competitive advantages.

In addition, we may be subject to allegation of infringement of other parties’ proprietary rights, and other parties may misappropriate our intellectual property rights, which would cause us to suffer economic or reputational damages. Because of the rapid pace of technological change, we cannot assure you that all of our proprietary technologies and similar intellectual property rights can be patented in a timely or cost-effective manner, or at all.

We maintain and facilitate certain technical measures and access control mechanisms internally to ensure secure access to our proprietary information by our employees and consultants. We also maintain internal policies requiring our employees and consultants to enter into confidentiality agreements to control access to our proprietary information. However, if our employees and consultants do not fully comply with these internal policies, such policies may not effectively prevent disclosure of our confidential information, and it may be possible for unauthorized parties to copy our software or other proprietary technology or information, or to develop similar software independently without our having an adequate remedy for unauthorized use or disclosure of our confidential information.

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In addition, the laws of some countries do not protect intellectual property and other proprietary rights to the same extent as the laws of the United States. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Confidentiality, invention assignment and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights. To the extent we expand our international activities, our exposure to unauthorized copying, transfer and use of our proprietary technology or information may increase.

Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of our intellectual property. Litigation may be necessary in the future to enforce our intellectual property rights, determine the validity and scope of our proprietary rights or those of others, or defend against claims of infringement or invalidity. Such litigation could be costly, time-consuming and distracting to management, result in a diversion of significant resources, the narrowing or invalidation of portions of our intellectual property and have an adverse effect on our business, operating results and financial condition. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights or alleging that we infringe the counterclaimant’s own intellectual property. Any of our patents, trade secrets, copyrights, trademarks or other intellectual property rights could be challenged by others or invalidated through administrative process or litigation. We can provide no assurance that we will prevail in such litigation. In addition, our proprietary methods and technologies that are regarded as trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors and in these cases we would not be able to assert any trade secret rights against those parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position. To the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in related know-how and inventions.

There can be no assurance that our particular ways and means of protecting our intellectual property and proprietary rights, including business decisions about when to file patent applications and trademark applications, will be adequate to protect our business or that our competitors will not independently develop similar technology. We could be required to spend significant resources to monitor and protect our intellectual property rights. If we fail to protect and enforce our intellectual property and proprietary rights adequately, our competitors might gain access to our technology and our business, operating results and financial condition could be adversely affected.

If we are unable to obtain and maintain effective patent rights for our products, we may not be able to compete effectively in our markets.

Wuxin Technology and its subsidiaries have a growing portfolio of 136 patents issued in China, including 20 invention patents, 102 utility models and 14 design patents. Wuxin Technology and its subsidiaries have 25 pending patent applications, of which, 16 are invention patents, and 9 are utility models. We cannot offer any assurances about which, if any, patent applications will be issued, the breadth of any such patent once issued, or whether any issued patents will be found invalid or unenforceable or will be threatened by third parties. Any successful opposition to these patents or any other patents owned by or licensed to us could deprive us of rights necessary for the successful commercialization of any existing or new products.

Also, there is no guarantee that the patent registration applications that were submitted by us with regards to our technologies will result in patent registration. In the event of failure to complete patent registration, our developments will not be proprietary, which might allow other entities to manufacture our products and compete with us.

Further, there is no assurance that all potentially relevant prior art relating to our patent applications has been found, which can invalidate a patent or prevent a patent from issuing from a pending patent application. Even if patents do successfully issue, and even if such patents cover our products, third parties may challenge their validity, enforceability or scope, which may result in such patents being narrowed, found unenforceable or invalidated. Furthermore, even if they are unchallenged, our patent applications and any future patents may not adequately protect our intellectual property, provide exclusivity for our new products, or prevent others from designing around our claims. Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse impact on our business.

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If we cannot obtain and maintain effective patent rights for our products, we may not be able to compete effectively, and our business and results of operations would be harmed.

Unauthorized or improper disclosures of personal data, cyber-attacks or other security incidents or data breaches that affect our networks or systems, or those of our cloud service providers or our customers, whether inadvertent or purposeful, could degrade our ability to conduct our business, compromise the integrity of our products, services and data, result in significant data losses and the theft of our intellectual property, damage our reputation, expose us to liability to third parties and require us to incur significant additional costs to maintain the security of our networks and data which could adversely affect our business, financial condition and results of operations.

We depend significantly on our technology infrastructure, IT systems, data and other equipment and systems to conduct virtually all of our business operations, ranging from our internal operations and research and development activities to our marketing and sales efforts and communications with our customers, end users, and suppliers. Internal or external individuals or entities may attempt to penetrate our network security, and to disrupt or cause harm to our business operations, including by sabotaging or misappropriating our personal or proprietary information or that of our customers, end users, employees, and suppliers or to cause interruptions of our products and services. Because the vulnerabilities and techniques used by such individuals or entities to access, disrupt or sabotage devices, systems and networks change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques, and we may not become aware in a timely manner of such a security breach, which could exacerbate any damage we experience.

While we take reasonable measures to protect the security of, and against unauthorized access to, our systems, as well as the security of personal data and proprietary information, it is possible that our security controls and other security practices we follow may not prevent the improper access to or disclosure of personal data or proprietary information. We also rely on systems provided by third parties, including our customers, which may also suffer security breaches or unauthorized access to or disclosure of personal data or proprietary information. Additionally, we depend on our employees and contractors to appropriately handle confidential and sensitive data, including customer data, and to deploy our IT resources in a safe and secure manner that does not expose our network systems to security breaches or the loss of data. Any data security incidents, including internal malfeasance by our employees, unauthorized access or usage, virus or similar breach or disruption of us or our service providers could result in loss of confidential or proprietary information or personal data, damage to our reputation, loss of customers and end users, litigation, regulatory investigations, fines, penalties and other liabilities. Accordingly, if our cybersecurity measures or those of our customers fail to protect against unauthorized access, attacks (which may include sophisticated cyberattacks), the compromise or mishandling of data, or other misconduct or malfeasance, including by computer hackers, employees, contractors, suppliers, and customers, as well as software bugs, human error or technical malfunctions, then our reputation, business, operating results and financial condition could be adversely affected. Cyberattacks and other security incidents aimed at our products could lead to third-party claims that our product failures have caused damage to our customers or end users, and this risk is enhanced by the increasingly connected nature of our products.

Cybersecurity threats and attacks that we may be subject to may take a variety of forms ranging from individuals or groups of hackers to sophisticated organizations, including state-sponsored actors. Cybersecurity risks range from viruses, worms, and other malicious software programs, including phishing attacks, to “mega breaches” targeted against cloud services and other hosted software, any of which can result in disclosure of confidential information and intellectual property, defective products, production downtimes, and compromised data, including personal data. As the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these attacks or to implement adequate preventative measures. There has been an increase in the frequency and sophistication of cyber and other security threats we face, and our customers are increasingly requiring cyber and other security protections and standards in our products, and we may incur additional costs to comply with such demands. Any unauthorized access, acquisition, use, or destruction of information we collect, store, transmit, or otherwise process, the unavailability of such information, or other disruptions of our ability to provide solutions to our customers, regardless of whether it originates or occurs on our systems or those of third party service providers or customers, could expose us to significant liability under our contracts, regulatory actions, litigation, investigations, remediation obligations, damage to our reputation and brand, theft of intellectual property, supplemental disclosure obligations, loss of customer, consumer, and partner confidence in the security of our applications, destruction of information, indemnity obligations, impairment to our business, and

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resulting fees, costs, expenses, loss of revenues, and other potential liabilities and harms to our business. In addition, if a high profile security breach occurs within our industry, our customers and potential customers may lose trust in the security of our systems and information even if we are not directly affected.

Many statutory requirements in China, as well as in other jurisdictions in which we operate, include obligations for companies to notify individuals of security breaches involving certain personal data, which could result from breaches experienced by us or our external service providers. These laws are not consistent, and compliance in the event of a widespread data breach is difficult and may be costly. In addition, such mandatory disclosures could lead to negative publicity and may cause our current and prospective customers to lose confidence in the effectiveness of our data security measures. See “— Risk Factors — Risks Related to Doing Business in China — In light of recent events indicating greater oversight by the Cyberspace Administration of China, or CAC, over data security, particularly for companies seeking to list on a foreign exchange, we are subject to a variety of laws and other obligations regarding cybersecurity and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, our listing on Nasdaq, financial condition, results of operations, and the Offering.”

We may in the future become involved in legal proceedings, litigations and disputes relating to alleged infringement of intellectual property rights, which could adversely affect our business, operating results and financial condition.

There is considerable patent and other intellectual property development activity in our industry. Our future success depends, in part, on not infringing the intellectual property rights of others. Our competitors or other third parties may in the future claim that our products and services and underlying technology infringe on their intellectual property rights, and we may be found to be infringing on such rights. We may be unaware of the intellectual property rights of others that may cover some or all of our technology. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our products and services, require us to develop alternative non-infringing technology or require that we comply with other unfavorable terms, any of which could have a material adverse effect on our business and results of operations. We may also be obligated to indemnify our customers or suppliers in connection with any such litigation and to obtain licenses or modify our products and services, which could further exhaust our resources. Even if we were to prevail in the event of claims or litigation against us, any claim or litigation regarding intellectual property could be costly and time-consuming and divert the attention of our management and other employees from our business. Patent infringement, trademark infringement, trade secret misappropriation and other intellectual property claims and proceedings brought against us, whether successful or not, could harm our brand, business, operating results and financial condition.

If we are unable to hire, retain and motivate qualified personnel, our business will suffer.

Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. We believe that there is, and will continue to be, intense competition for highly skilled management, technical, sales and other personnel with experience in the industries in which we operate. We must provide competitive compensation packages and a high-quality work environment to hire, retain and motivate employees. If we are unable to retain and motivate our existing employees and attract qualified personnel to fill important positions, we may be unable to manage our business effectively, including the development, marketing and sale of our products and services, which could adversely affect our business, operating results and financial condition. To the extent we hire personnel from competitors, we also may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information.

We may acquire or invest in business, technologies, services, products and other assets, which may divert our management’s attention and result in the incurrence of debt or dilution to our shareholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions.

We may evaluate and consider potential strategic transactions, including acquisitions of, or investments in, businesses, technologies, services, products and other assets in the future. We also may enter into relationships with other businesses to expand our products and services, which could involve preferred or exclusive licenses, additional channels of distribution, discount pricing or investments in other companies.

Any acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products,

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personnel or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us, their products or services are not easily adapted to work with ours, or we have difficulty retaining the customers of any acquired business due to changes in ownership, management or otherwise. Acquisitions also may disrupt our business, divert our resources or require significant management attention that would otherwise be available for development of our existing business. Moreover, the anticipated benefits of any acquisition, investment or business relationship may not be realized or we may be exposed to unknown risks or liabilities.

Negotiating these transactions can be time consuming, difficult and expensive, and our ability to complete these transactions may often be subject to approvals that are beyond our control. Consequently, these transactions, even if announced, may not be completed. For one or more of those transactions, we may:

•        issue additional equity securities that would dilute our existing shareholders;

•        use cash that we may need in the future to operate our business;

•        incur large charges or substantial liabilities;

•        incur debt on terms unfavorable to us or that we are unable to repay;

•        encounter difficulties retaining key employees of the acquired company or integrating diverse offerings or business cultures; or

•        become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges. The occurrence of any of these foregoing could adversely affect our business, operating results and financial condition.

Negative publicity about us, our products and services, operations and our directors, and management may adversely affect our reputation and business.

We may, from time to time, receive negative publicity, including negative internet and blog postings, ratings or comments on social media platforms or through traditional media about our company, our business, our directors and management, our brands, our products and services, or our suppliers. Certain of such negative publicity may be the result of malicious harassment or unfair competition acts by third parties. We may even be subject to government or regulatory investigation as a result of such third-party conduct and may be required to spend significant time and incur substantial costs to defend ourselves against such third-party conduct, and we may not be able to conclusively refute each of the allegations within a reasonable period of time, or at all.

We may receive complaints from our customers and end users on our products and services, pricing and customer support. If we do not handle customer complaints effectively, our brand and reputation may suffer, our customers and end users may lose confidence in us and they may reduce or cease their use of our products and services. Our success depends, in part, on our ability to generate positive customer feedback and minimize negative feedback on social media channels where existing and potential customers and end users seek and share information. If any customers and end users are dissatisfied with actions we take or changes we make to our products and services, their online commentary could negatively affect our brand and reputation. Complaints or negative publicity about us, our products and services could materially and adversely impact our ability to attract and retain customers and end users, our business, results of operations and financial condition.

We face certain risks relating to the real properties that we lease.

We lease office spaces from third parties for our operations in China. Any limitations on the leased properties, or lessors’ title to such properties, may impact our use of the offices, or in extreme cases, result in relocation, which may in turn adversely affect our business operations. As of the date of this prospectus, we are not aware of any actions or claims raised by any third parties challenging our use of these properties we currently lease, nor have we received any notices from the PRC government authorities. If our lessors are not the owners of the properties or they have not obtained consents from the owners or their lessors or permits from the relevant government authorities, our leases could be invalidated. If leases are invalid, we may face the risk of moving out of the leased property and our business operations at such location may be significantly disrupted.

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Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our products and services, and could adversely affect our business, operating results and financial condition.

The future success of our business depends on the continued use of the internet as well as continued demand for smart devices and our products and services. The PRC and foreign governments have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium.

Almost all access to the internet in China is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology (“MIIT”). In addition, the national networks in China are connected to the internet through state-owned international gateways, which are the only channels through which a domestic user can connect to the internet outside of China. We may face similar or other limitations in other countries in which we operate. We may not have access to alternative networks in the event of disruptions, failures or other problems with the internet infrastructure in China or elsewhere. In addition, the internet infrastructure in the countries in which we operate may not support the demands associated with continued growth in internet usage.

Changes in these laws or regulations could require us to modify our products and services in order to comply with these changes. In addition, government agencies or private organizations have imposed and may impose additional taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related commerce or communications generally, or result in reductions in the demand for internet-based products and services such as our products. In addition, the use of the internet as a business tool could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease-of-use, accessibility and quality of service. The performance of the internet and its acceptance as a business tool has been adversely affected by “viruses,” “worms,” and similar malicious programs. If the use of the internet is reduced as a result of these or other issues, then demand for our products and services could decline, which could adversely affect our business, operating results and financial condition.

We may have insufficient computing resources, and storage space, which could result in disruptions and our business, results of operations and financial condition could be adversely affected.

Our operations are dependent in part upon access to data centers to house our servers and other computing resources. There can be no assurance that we are adequately prepared for unexpected increases in data center demands by our customers and end users. The data centers we use may become unavailable for a variety of reasons, including service outages, payment disputes, network providers going out of business, natural disasters, networks imposing traffic limits, or governments adopting regulations that impact network operations. We also may be unable to move quickly enough to augment capacity to reflect growing traffic or security demands. Failure to put in place the capacity we require could result in a reduction in, or disruption of, service to our customers and ultimately a loss of those customers.

Our products and services rely on the stable performance of servers, networks, IT infrastructure and data processing systems, and any disruption to such servers, networks, assets or systems due to internal or external factors could diminish demand for our products and services, harm our business, our reputation and results of operations and subject us to liability.

We rely in part upon the stable performance of our servers, networks, IT infrastructure, and data processing systems for provision of our products and services. Disruptions to such servers, networks, assets or systems may occur due to internal or external factors, such as inappropriate maintenance, defects in the servers, cyber-attacks or other malicious attacks or hacks targeted at us, occurrence of catastrophic events or human errors. Such disruptions could result in negative publicity, loss of or delay in market acceptance of our products and services, loss of competitive position, lower customer retention or claims by customers for losses sustained by them, or loss, destruction or unauthorized use of, or access to, data (including personal data for which we may incur liability under applicable data protection laws). In such an event, we may need to expend additional resources to bring the incident to an end, mitigate the liability associated with the fallout of such incident, make notifications to regulators and individuals affected, replace damaged systems or assets, defend ourselves in legal proceedings and compensate customers or end -users. In addition, we may not carry insurance to compensate us for any losses that may result from claims arising from disruption in servers. As a result, our reputation and our brand could be harmed, and our business, results of operations and financial condition may be adversely affected.

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We may, from time to time, rely on intellectual properties that we license from third parties, including product designs that are integrated with our internally developed products.

We may, from time to time, rely on intellectual properties that we license from third parties, including third-party product design, which is used with certain of our products. Although we may have executed contracts containing certain warranties of non-infringement of such licensed intellectual properties with such third parties, we cannot be certain that our licensors are not infringing the intellectual property rights of third parties or that our licensors have sufficient rights to the licensed intellectual property in all jurisdictions in which we may sell our products. Some of our agreements with our licensors may be terminated for convenience by them. If we are unable to continue to license any of these intellectual properties on commercially reasonable terms, we will face delays in releases of certain products or we will be required to re-design our products until equivalent, non-infringing design can be licensed or developed and integrated into our current products. This effort could take significant time (during which we would be unable to continue to offer our affected products) and expense and may ultimately not be successful. In addition, our inability to obtain certain licenses or other rights might require us to engage in litigation regarding these matters, which could have a material adverse effect on our business, results of operations, prospects, and financial condition.

We and our directors, management, employees and shareholders may from time to time be subject to claims, controversies, lawsuits, other legal and administrative proceedings and fines, which could have a material adverse effect on our business, results of operations, financial condition and reputation.

We are currently not party to any material legal or administrative proceedings. However, we have been, and may from time to time in the future be, subject to or involved in various claims, controversies, lawsuits, other legal and administrative proceedings and fines relating to our business operations inside and outside China. Lawsuits and other administrative or legal proceedings that may arise in the course of our operations can involve substantial costs, including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fine. In addition, lawsuits and other legal and administrative proceedings may be costly and time consuming and may require a commitment of management and personnel resources that will be diverted from our normal business operations. There may also be negative publicity associated with litigation that could decrease consumer acceptance of our product offerings, regardless of whether the allegations are valid or whether we are ultimately found liable. In addition, our directors, management, shareholders and employees may from time to time be subject to litigation, regulatory investigations, proceedings and/or negative publicity or otherwise face potential liability and expense in relation to commercial, labor, employment, securities or other matters, which could adversely affect our reputation and results of operations. As a result, litigation may adversely affect our business, financial condition, results of operations or liquidity.

We may require additional capital to support our business and response to business opportunities, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business and may require additional funds. In particular, we may seek additional funds to develop new products and enhance existing products, expand our operations, including our sales and marketing efforts and our presence outside of China, improve our infrastructure or acquire complementary businesses, technologies, services, products and other assets. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our shareholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to holders of our Class A Ordinary Shares. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, scale our infrastructure, develop product enhancements and to respond to business challenges could be significantly impaired, and our business, operating results and financial condition may be adversely affected.

We face exposure to foreign currency exchange rate fluctuations, and such fluctuations could adversely affect our business, operating results and financial condition.

Although the majority of our cash generated from revenue is denominated in Renminbi, a small amount is denominated in other currencies, and our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations. Because we conduct business in currencies other than U.S. dollars but report our operating results in U.S. dollars, we also face translation exposure to fluctuations in currency exchange rates, which could hinder our ability to predict our future results and earnings and could impact our operating results.

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The value of the Renminbi against the U.S. dollar and other currencies has in the past fluctuated significantly, and may in the future continue to do so, affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

We are a holding company and we rely on dividends paid by our WFOE in China for our cash needs. Any significant fluctuation of Renminbi against the U.S. dollar could adversely affect our business, operating results and financial condition, and the value of any dividends payable in U.S. dollars. To the extent that we need to convert U.S. dollars we receive from this Offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our Class A Ordinary Shares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount.

If we fail to establish and maintain proper and effective internal control over financial reporting to remediate our material weaknesses, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.

Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that we establish and maintain internal control over financial reporting and disclosure controls and procedures. An effective internal control environment is necessary to enable us to produce reliable financial reports and is an important component of our efforts to prevent and detect financial reporting errors and fraud. Upon the completion of this Offering, we will become a public company subject to the Sarbanes-Oxley Act of 2002. Section 404 requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending June 30, 2022. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

In the course of preparing and auditing our consolidated financial statements as of and for the years ended June 30, 2021 and 2020, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. According to the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weakness identified relates to our lack of sufficient and competent financial reporting and accounting personnel with appropriate knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements. We are in the process of implementing a number of measures to address the material weakness. However, we cannot assure you that these measures may fully address the material weakness and deficiencies in our internal control over financial reporting or that we may conclude that they have been fully remediated.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we or our auditor may identify other deficiencies in our internal control over financial reporting that are deemed to be material weaknesses and render our internal control over financial reporting ineffective. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of the Class A Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements for prior periods.

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Our business is subject to the risks of earthquakes, fire, floods, pandemics and other natural catastrophic events, and to interruption by man-made problems such as power disruptions or terrorism.

A significant natural disaster, such as an earthquake, fire, flood or pandemic, occurring at our headquarters, at one of our local offices and facilities or where a business partner is located could adversely affect our business, operating results and financial condition. Further, if a natural disaster or man-made problem were to affect our service providers, this could adversely affect the ability of our customers and end users to use our products and services. In addition, natural disasters and acts of terrorism could cause disruptions in our or our customers’ businesses, national economies or the world economy as a whole, as is the case currently due to the COVID-19 pandemic. We also rely on our network and third-party infrastructure and enterprise applications and internal technology systems for our engineering, sales and marketing, and operations activities. Although we maintain incident management and disaster response plans, in the event of a major disruption caused by a natural disaster or man-made problem, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our development activities, lengthy interruptions in service, breaches of data security and loss of critical data, any of which could adversely affect our business, operating results and financial condition.

In addition, computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks have become more prevalent in our industry, and have impacted some of our customers (i.e., solution providers) in the past and may occur in our operation in the future. Any failure to maintain performance, reliability, security, integrity and availability of our products and services and technical infrastructure, including third-party infrastructure and services upon which we rely, may expose us to significant consequences, including legal and financial exposure and loss of customers and end users, and give rise to litigation, consumer protection actions, or harm to our reputation, and as a result, may hinder our ability to retain existing customers and end users and attract new customers and end users.

We face risks related to the ongoing Russian invasion of Ukraine and any other conflicts that may arise on a global or regional scale which could adversely affect our business and results of operations.

On February 24, 2022, the Russian Federation launched an invasion of Ukraine that has had an immediate impact on the global economy resulting in higher energy prices and higher prices for certain raw materials and goods and services which in turn is contributing to higher inflation in the United States and other countries across the globe with significant disruption to financial markets and supply and distribution chains for certain raw materials and goods and services on an unprecedented scale. The impact of the sanctions has also included disruptions to financial markets, an inability to complete financial or banking transactions, restrictions on travel and an inability to service existing or new customers in a timely manner in the affected areas of Europe. The Russian Federation could resort to cyberattacks and other action that impact businesses across the United States, the European Union and other nations across the globe including those without any direct business ties to the Russian Federation. The Russian invasion of Ukraine has continued to escalate without any resolution of the invasion foreseeable in the near future with the short and long-term impact on financial and business conditions in Europe remaining highly uncertain.

The U.S. and the European Union responded to Russia’s invasion of Ukraine by imposing various economic sanctions on the Russian Federation to which the Russian Federation has responded in kind. The United Kingdom, Japan, South Korea, Australia and other countries across the globe have imposed their own sanctions on the Russian Federation. The United States, the European Union and such other countries acting together or separately could impose wider sanctions or take further actions against the Russian Federation if the conflict continues to escalate. Multinational corporations and other corporations and businesses with business and financial ties to the Russian Federation have either reduced or eliminated their ties to the Russian Federation in a manner that often exceeds what is required pursuant to sanctions by these countries. While we do not have any direct business or financial ties to the Russian Federation or Ukraine as part of our own business the impact of higher energy prices and higher prices for certain raw materials and goods and services resulting in higher inflation and disruptions to financial markets and disruptions to manufacturing and supply and distribution chains for certain raw materials and goods and services across the globe may impact our business in the future. We will assess and respond where appropriate to any direct or indirect impact that the Russian invasion of Ukraine has on the availability or pricing of the raw materials for our products, manufacturing and supply and distribution chains for our products and on the pricing and demand for our products.

In addition, any deterioration in credit markets resulting directly or indirectly from the ongoing Russian invasion of Ukraine could limit our ability to obtain external financing to fund our operations and capital expenditures. Adverse economic conditions may also result in a higher rate of losses on accounts receivables that we accrue in the future due

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to credit defaults. As a result, a downturn in the worldwide economy resulting from the Russian invasion of Ukraine and other conflicts with a global impact that may arise from time to time could have a material adverse effect on our business, results of operations, and/or financial condition.

We have limited business insurance coverage, so that any uninsured occurrence of business disruption may result in substantial costs to us and the diversion of our resources, which could have an adverse effect on our results of operations and financial condition.

Our business insurance is limited; we do not maintain any liability insurance or property insurance policies covering our equipment and facilities for injuries, death or losses due to fire, earthquake, flood or any other disaster. Consistent with customary industry practice in China, we do not maintain business interruption insurance, nor do we maintain key-man life insurance. We have determined that the costs of insuring for related risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical. Any uninsured damage to our facilities or technology infrastructures or disruption of our business operations could require us to incur substantial costs and divert our resources, which could have an adverse effect on our business, financial condition and results of operations.

The estimates of market opportunity, forecasts of market growth included in this prospectus may prove to be inaccurate, and any real or perceived inaccuracies may harm our reputation and negatively affect our business.

Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable companies or end users covered by our market opportunity estimates will purchase our products and services at all or generate any particular level of revenue for us. Even if the market in which we compete meets the size estimates and growth forecasted in this prospectus, our business could fail to grow for a variety of reasons, including reasons outside of our control, such as competition in our industry.

Risks Related to Our Corporate Structure

If we are classified as a passive foreign investment company, United States taxpayers who own our Class A Ordinary Shares may have adverse United States federal income tax consequences.

A non-U.S. corporation such as ourselves will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either

•        At least 75% of our gross income for the year is passive income; or

•        The average percentage of our assets (determined at the end of each quarter) during the taxable year which produce passive income or which are held for the production of passive income is at least 50%.

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our Class A Ordinary Shares, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

Depending on the amount of cash we raise in this Offering, together with any other assets held for the production of passive income, it is possible that, for our 2020 taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. For purposes of the PFIC analysis, in general, according to Internal Revenue Code Section 1297(c), a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value. Wuxin Technology is wholly owned by WFOE. Therefore, the income and assets of Wuxin Technology should be included in the determination of whether or not we are a PFIC in any taxable year. However, we cannot give any assurance that we will not be a PFIC for the current or any future taxable year. Since there is little to no guidance other than the statute itself (Internal Revenue Code Section 1297(c)) and analogous

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portions of the code, treasury regulations and other accepted authorities, the IRS could challenge our position that the look through rule should apply in this. In the event the IRS takes the position that we should not be treated as owning Wuxin Technology for United States federal income tax purposes, we would likely be treated as a PFIC.

The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States.

We are a Cayman Islands exempted company with limited liability. Our corporate affairs are governed by our Articles of Association (as may be amended and restated from time to time) and by the laws of the Cayman Islands. The rights of shareholders and the responsibilities of members of our board of directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) a duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) a duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion; (iv) a duty to exercise powers fairly as between different sections of shareholders; (v) a duty to exercise independent judgment; and (vi) a duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. Our Articles of Association have varied this last obligation by providing that a director must disclose the nature and extent of his or her interest, including those that may be a material interest, in any contract or arrangement, and following such disclosure and subject to any restriction/disqualification where the interest is material or any separate requirement under applicable law or the listing rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting, such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting. Conversely, under Delaware corporate law, a director has a fiduciary duty to the corporation and its stockholders (made up of two components) and the director’s duties prohibit self-dealing by a director and mandate that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. See “Description of Share Capital — Differences in Corporate Law.”

The economic substance legislation of the Cayman Islands may adversely impact us or our operations.

The Cayman Islands, together with several other non-European Union jurisdictions, introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January1, 2019, the International Tax Co-operation (Economic Substance) Act (2021 Revision) (the “Substance Act”) came into force in the Cayman Islands introducing certain economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January1, 2019, will apply in respect of financial years commencing July1, 2019, onwards. As we are a Cayman Islands company, compliance obligations include filing annual notifications for the Company, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests to the extent required under the Substance Act. As it is a relatively new regime, it is anticipated that the Substance Act will evolve and be subject to further clarification and amendments. We may need to allocate additional resources to keep updated with these developments, and may have to make changes to our operations in order to comply with all requirements under the Substance Act. Failure to satisfy these requirements may subject us to penalties under the Substance Act.

Our dual class structure concentrates a majority of voting power in Mr. Lianqi Liu, our Chairman of the Board, who is the major owner of our Class B Ordinary Shares.

On September17, 2021, we re-classified and re-designated our Ordinary Shares into Class A Ordinary Shares and Class B Ordinary Shares by filing the amended and restated memorandum and articles of association with the Cayman Islands Registrar of Companies. Each of our Class B Ordinary Share has ten (10) votes per share, and each Class A Ordinary Share has one (1) vote per share. Because of the ten-to-one voting ratio between our Class B and Class A Ordinary Shares, the holders of our Class B Ordinary Shares collectively continue to control a majority of the combined voting power of our Ordinary Shares and therefore are able to control all matters submitted to our shareholders for approval. As a result, this concentrated control may limit or preclude your ability to influence corporate matters for the

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foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our shares that you may feel are in your best interest as one of our shareholders.

Future transfers by holders of Class B Ordinary Shares will generally result in those shares converting to Class A Ordinary Shares, subject to limited exceptions, such as certain transfers effected for estate planning purposes. The conversion of Class B Ordinary Shares to Class A Ordinary Shares will have the effect, over time, of increasing the relative voting power of those holders of Class B Ordinary Shares who retain their shares in the long term.

Any future issuances of Class B Ordinary Shares may be dilutive to the voting power of the holders of Class A Ordinary Shares.

As of the date thereof, our issued and outstanding ordinary shares consist of 11,654,000 Class A Ordinary Shares and 22,346,000 Class B Ordinary Shares. In respect of matters requiring the votes of shareholders, holders of Class A Ordinary Shares are entitled to one (1) vote per share, while holders of Class B Ordinary Shares are entitled to ten (10) votes per share based on our dual-class share structure. Therefore, any future issuance of Class B Ordinary Shares will result in dilution to the voting power of the existing holders of Class A Ordinary Shares.

Risks Related to Doing Business in China

A severe or prolonged downturn in the PRC or global economy could materially and adversely affect our business, results of operations and financial condition.

The global macroeconomic environment is facing challenges, including the economic slowdown in the Eurozone since 2014, potential impact of the United Kingdom’s exit from the EU on January 31, 2020, and the adverse impact on the global economies and financial markets as the COVID-19 outbreak continues to evolve into a worldwide health crisis in 2020. The growth of the PRC economy has slowed down since 2012 compared to the previous decade and the trend may continue. There is considerable uncertainty over 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. There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa and over the conflicts involving Ukraine, Syria and North Korea. There have also been concerns on the relationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes, and the trade disputes between the United States and China. The ongoing trade tensions between the United States and China may have tremendous negative impact on the economies of not merely the two countries concerned, but the global economy as a whole. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term.

Economic conditions in China are sensitive to global economic conditions, changes in domestic economic and political policies, and the expected or perceived overall economic growth rate in China. While the economy in China has grown significantly over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing in recent years. Although growth of China’s economy remained relatively stable, there is a possibility that China’s economic growth may materially decline in the near future. Any severe or prolonged slowdown in the global or PRC economy may materially and adversely affect our business, results of operations and financial condition.

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business, financial condition and results of operations.

Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant

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role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. In addition, the rate of growth has been slowing since 2012, and the impact of COVID-19 on the Chinese and global economies in 2020 is likely to be severe. In particular, National Bureau of Statistics of China reported a 6.8% drop in gross domestic product (GDP) for the first quarter of 2020 compared with the same period of 2019. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business and results of operations, lead to a reduction in demand for our services and adversely affect our competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and results of operations.

Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Additionally, the governmental and regulatory interference could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Our business is subject to governmental supervision and regulation by the relevant PRC governmental authorities, including but not limited to the State Administration for Market Regulation and the State Administration for Industry and Commerce. Together, these governmental authorities promulgate and enforce regulations that cover many aspects of our day-to-day operations. If we are deemed to be not in compliance with these requirements, we may be subject to fines and other administrative penalties from the relevant PRC government authorities. In case of our failure to rectify our noncompliance within required period by the relevant PRC government authorities, we may be forced to suspend our operation.

Existing and new laws and regulations may be enforced from time to time and substantial uncertainties exist regarding the interpretation and implementation of current and any future PRC laws and regulations applicable to us. If the PRC government promulgates new laws and regulations that impose additional restrictions on our operations, or tightens enforcements of existing or new laws or regulations, it has the authority, among other things, to levy fines, confiscate income, revoke business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these actions by the PRC government may have a material and adverse effect on our results of operations. As a result, our business, reputation, value of our Class A Ordinary Shares, financial condition and results of operations may be materially and adversely affected.

If relations between China and the United States deteriorate, our business, operating results and financial condition could be adversely affected.

At various times during recent years, the United States and China have had significant disagreements over monetary, economic, political and social issues, including currently in relation to the COVID-19 pandemic, and future relations between these two countries may deteriorate. Changes in political conditions and changes in the state of China-U.S. relations are difficult to predict and could adversely affect our business, operating results and financial condition. In addition, because we operate our business primarily in China, any deterioration in political or trade relations might cause a public perception in the United States or elsewhere that might cause our products and services to become less attractive. We cannot predict what effect any changes in China-U.S. relations may have on our ability to access capital or effectively do business in China or the United States. Any unfavorable government policies on international trade, such as capital controls or tariffs, or the U.S. dollar payment and settlement system may affect the demand for our products, impact the competitive position of our products, prevent us from selling products in certain countries, or even our participation in the U.S. dollar payment and settlement system, which would materially and adversely affect our international operations, results of operations and financial condition. If any new tariffs,

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legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the recent U.S.-China trade tension, such changes could have an adverse effect on our business, financial condition and results of operations. Recently, the U.S. government escalated tensions between the U.S. and China by revoking Hong Kong’s special trading status and further sanctioning Chinese companies such as Huawei. Moreover, any political or trade controversies between the United States and China, whether or not directly related to our business, could cause investors to be unwilling to hold or buy the Class A Ordinary Shares and consequently cause the trading price of the Class A Ordinary Shares to decline.

In light of recent events indicating greater oversight by the Cyberspace Administration of China, or CAC, over data security, particularly for companies seeking to list on a foreign exchange, we are subject to a variety of laws and other obligations regarding cybersecurity and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, our listing on Nasdaq, financial condition, results of operations, and the Offering.

We are subject relating various risks and costs associated with to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data. This data is wide ranging and relates to our investors, employees, contractors and other counterparties and third parties. Our compliance obligations include those relating to the Data Protection Act (As Revised) of the Cayman Islands and the relevant PRC laws in this regard. These PRC laws apply not only to third-party transactions, but also to transfers of information between us, our WFOE, and our subsidiaries in China, and among us, our WFOE, and our subsidiaries in China, and other parties with which we have commercial relations. These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities.

Pursuant to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November7, 2016 and took effect on June1, 2017, personal information and important data collected and generated by a critical information infrastructure operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the CAC. Due to the lack of further interpretations, the exact scope of “critical information infrastructure operator” remains unclear. On December28, 2021, the CAC and other relevant PRC governmental authorities jointly promulgated the Cybersecurity Review Measures (the “new Cybersecurity Review Measures”) to replace the original Cybersecurity Review Measures. The new Cybersecurity Review Measures took effect on February15, 2022. Pursuant to the new Cybersecurity Review Measures, if critical information infrastructure operators purchase network products and services, or network platform operators conduct data processing activities that affect or may affect national security, they will be subject to cybersecurity review. A network platform operator holding more than one million users/users’ individual information also shall be subject to cybersecurity review before listing abroad. The cybersecurity review will evaluate, among others, the risk of critical information infrastructure, core data, important data, or a large amount of personal information being influenced, controlled or maliciously used by foreign governments and risk of network data security after going public overseas. As advised by our PRC counsel, King & Capital Law Firm, we are not subject to cybersecurity review, because: (i) we do not collect or maintain personal information in our business operations and (ii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities. In addition, we currently does not have over one million users’ personal information and do not anticipate to collect over one million users’ personal information in the foreseeable future. If we ever became subject to the cybersecurity review of CAC in the future as the applicable rules, regulations, policies or the interpretation thereof change, during such review, we may be required to suspend our operation or experience other disruptions to our operations. Cybersecurity review could also result in negative publicity with respect to our company and diversion of our managerial and financial resources.

Furthermore, if we were found to be in violation of applicable laws and regulations in China during such review, we could be subject to administrative penalties, such as warnings, fines, or service suspension. Therefore, cybersecurity review could materially and adversely affect our business, financial condition, and results of operations.

In addition, the PRC Data Security Law, which was promulgated by the Standing Committee of the National People’s Congress on June10, 2021 and took effect on September1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security. As the Data Security Law was recently promulgated, we may be required to make further adjustments to our business practices to comply with this law. If our data processing activities were found to be not in compliance with this law, we could be ordered to make

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corrections, and under certain serious circumstances, such as severe data divulgence, we could be subject to penalties, including the revocation of our business licenses or other permits. Furthermore, the recently issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law require (i) speeding up the revision of the provisions on strengthening the confidentiality and archives management relating to overseas issuance and listing of securities and (ii) improving the laws and regulations relating to data security, cross-border data flow, and management of confidential information. As there remain uncertainties regarding the further interpretation and implementation of those laws and regulations, we cannot assure you that we will be compliant such new regulations in all respects, and we may be ordered to rectify and terminate any actions that are deemed illegal by the regulatory authorities and become subject to fines and other sanctions. As a result, we may be required to suspend our relevant businesses, shut down our website, take down our operating applications, or face other penalties, which may materially and adversely affect our business, financial condition, and results of operations.

On August20, 2021, the Standing Committee of the National People’s Congress of China promulgated the Personal Information Protection Law of the PRC, or the PIPL, which took effect in November 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the PIPL provides, among others, that (i) an individual’s consent shall be obtained to use sensitive personal information, such as biometric characteristics and individual location tracking, (ii) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s rights, and (iii) where personal information operators reject an individual’s request to exercise his or her rights, the individual may file a lawsuit with a People’s Court. As uncertainties remain regarding the interpretation and implementation of the PIPL, we cannot assure you that we will comply with the PIPL in all respects, we may become subject to fines and/or other penalties which may have material adverse effect on our business, operations and financial condition.

While we take measures to comply with all applicable data privacy and protection laws and regulations, we cannot guarantee the effectiveness of the measures undertaken by us. However, compliance with any additional laws could be expensive, and may place restrictions on our business operations and the manner in which we interact with our users. In addition, any failure to comply with applicable cybersecurity, privacy, and data protection laws and regulations could result in proceedings against us by government authorities or others, including notification for rectification, confiscation of illegal earnings, fines, or other penalties and legal liabilities against us, which could materially and adversely affect our business, financial condition, results of operations and the value of our Class A Ordinary Shares. In addition, any negative publicity on our website’s safety or privacy protection mechanism and policy could harm our public image and reputation and materially and adversely affect our business, financial condition, and results of operations.

Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspected by the Public Company Accounting Oversight Board (the “PCAOB”), there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

As an auditor of companies that are registered with the SEC and publicly traded in the United States and a firm registered with the PCAOB, our auditor is required under the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards.

Although Wuxin Technology operates substantially in mainland China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese government authorities, our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. Inspections of other auditors conducted by the PCAOB outside mainland China have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections of audit work undertaken in mainland China prevents the PCAOB from regularly evaluating auditors’ audits and their quality

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control procedures. As a result, if there is any component of our auditor’s work papers become located in mainland China in the future, such work papers will not be subject to inspection by the PCAOB. As a result, investors would be deprived of such PCAOB inspections, which could result in limitations or restrictions to our access of the U.S. capital markets.

As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress which, if passed, would require the SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate the audit work performed by a foreign public accounting firm completely. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (“EQUITABLE”) Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges such as the Nasdaq of issuers included on the SEC’s list for three consecutive years. It is unclear if this proposed legislation will be enacted. Furthermore, there have been recent deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets. On May20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act (the “HFCA Act”), which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The U.S. House of Representatives passed the HFCA Act on December2, 2020, and the HFCA Act was signed into law on December18, 2020. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November23, 2020, the SEC issued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks. On March24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year (as defined in the interim final rules) under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. Under the HFCA Act, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our Ordinary Shares being delisted. Furthermore, on June22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“HFCAA”), which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. On September22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On November5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. On December2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. The Public Company Accounting Oversight Board (the “PCAOB”) issued a Determination Report on December16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the PRC, and (2) Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our auditor, TPS Thayer LLC, is headquartered in Sugar Land, Texas, not mainland China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination. Therefore, our auditor is not currently subject to the determinations announced by the PCAOB on December16, 2021, and it is currently subject to PCAOB inspections.

While our auditor is based in the U.S. and is registered with PCAOB and has been inspected by the PCAOB on a regular basis, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the our securities to be prohibited under the Holding Foreign Companies Accountable Act, and ultimately result in

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a determination by a securities exchange to delist the our securities. In addition, the recent developments would add uncertainties to our offering and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. It remains unclear what the SEC’s implementation process related to the above rules will entail or what further actions the SEC, the PCAOB or Nasdaq will take to address these issues and what impact those actions will have on U.S. companies that have significant operations in the PRC and have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter stock market). In addition, the above amendments and any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of our Ordinary Shares could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense and management time.

While we understand that there has been dialogue among the CSRC, the SEC and the PCAOB regarding the inspection of PCAOB-registered accounting firms in China, there can be no assurance that we will be able to comply with requirements imposed by U.S. regulators. Delisting of our Class A Ordinary Shares would force holders of our Class A Ordinary Shares to sell their Class A Ordinary Shares. The market price of our Class A Ordinary Shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, as well as negative investor sentiment towards, companies with significant operations in China that are listed in the United States, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance.

The uncertainties with respect to the Chinese legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China with little advance notice could adversely affect us and limit the legal protections available to you and us.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable, with little advance notice. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our current understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the PRC legal system is based on written statutes and prior court decisions have limited value as precedents. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations, and rules may not be uniform and enforcement of these laws, regulations and rules involves uncertainties. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

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You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the prospectus based on foreign laws.

We are a company incorporated under the laws of the Cayman Islands, we conduct substantially all of our operations in China, and substantially all of our assets are located in China. In addition, some of our senior executive officers reside within China for a significant portion of the time and are PRC nationals. As a result, it may be difficult for our shareholders to effect service of process upon us or those persons inside China. In addition, China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Cayman Islands and many other countries and regions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

Shareholder claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States have not been efficient in the absence of mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties. See also “— Risks Related to the Class A Ordinary Shares and this Offering — You may face difficulties in protecting your interests as a shareholder, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law” for risks associated with investing in us as a Cayman Islands company.

We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.

We are a Cayman Islands holding company and we rely principally on dividends and other distributions on equity from our PRC subsidiaries for our cash requirements, including for services of any debt we may incur. Our PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capitals. These reserves are not distributable as cash dividends. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our PRC subsidiaries to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.

To address the persistent capital outflow and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, or the SAFE Circular3, issued on January 26, 2017, provides that the banks shall, when dealing with dividend remittance transactions from domestic enterprise to its offshore shareholders of more than US$50,000, review the relevant board resolutions, original tax filing form and audited financial statements of such domestic enterprise based on the principal of genuine transaction. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny

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in the future. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise (i) directly holds at least 25% of the PRC enterprise, (ii) is a tax resident in Hong Kong and (iii) could be recognized as a beneficial owner of the dividend from PRC tax perspective. Under administrative guidance, a Hong Kong resident enterprise must meet the following conditions, among others, in order to apply the reduced withholding tax rate: (i) it must be a company; (ii) it must directly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (iii) it must have directly owned such required percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. Nonresident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding tax. Instead, nonresident enterprises and their withholding agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary forms and supporting documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax authorities. Accordingly, our Hong Kong subsidiary may be able to benefit from the 5% withholding tax rate for the dividends it receives from our PRC subsidiaries, if it satisfies the conditions prescribed under Guoshuihan [2009] 81 and other relevant tax rules and regulations. However, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced 5% will apply to dividends received by our Hong Kong subsidiary from our PRC subsidiaries. This withholding tax will reduce the amount of dividends we may receive from our PRC subsidiaries.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from using the proceeds of this Offering to make loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

Any funds we transfer to our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises, or FIEs, in China, capital contributions to our PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce (“MOFCOM”) or its local branches and registration with a local bank authorized by the SAFE. In addition, (i) a foreign loan of less one year duration procured by our PRC subsidiaries is required to be registered with SAFE or its local branches and (ii) a foreign loan of one year duration or more procured by our PRC subsidiaries is required to be applied to the NDRC in advance for undergoing recordation registration formalities. Any medium or long-term loan to be provided by us to our PRC operating subsidiaries, must be registered with the NDRC and the SAFE or its local branches. We may not be able to complete such registrations on a timely basis, with respect to future capital contributions or foreign loans by us to our PRC Subsidiary. If we fail to complete such registrations, our ability to use the proceeds of this Offering and to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

On March30, 2015, the SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises, or SAFE Circular19, which took effect as of June1, 2015. SAFE Circular 19 launched a nationwide reform of the administration of the settlement of the foreign exchange capitals of FIEs and allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capital for expenditure beyond their business scopes, providing entrusted loans or repaying loans between nonfinancial enterprises. The SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular16, effective in June 2016. Pursuant to SAFE Circular16, enterprises registered in China may also convert their foreign debts from foreign currency to Renminbi on a self-discretionary basis. SAFE Circular 16 provides

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an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis which applies to all enterprises registered in China. SAFE Circular 16 reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC laws or regulations, while such converted Renminbi shall not be provided as loans to its non-affiliated entities. As this circular is relatively new, there remains uncertainty as to its interpretation and application and any other future foreign exchange related rules. Violations of these Circulars could result in severe monetary or other penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to use Renminbi converted from the net proceeds of this Offering to fund our PRC operating subsidiary, to invest in or acquire any other PRC companies through our PRC Subsidiary, which may adversely affect our business, financial condition and results of operations.

There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.

Under the EIT Law and its implementation rules, the profits of a foreign invested enterprise generated through operations, which are distributed to its immediate holding company outside the PRC, will be subject to a withholding tax rate of 10%. Pursuant to the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, a withholding tax rate of 10% may be lowered to 5% if the PRC enterprise is at least 25% held by a Hong Kong enterprise for at least 12 consecutive months prior to distribution of the dividends and is determined by the relevant PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement and other applicable PRC laws.

However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or the SAT Circular81, which became effective on February 20, 2009, 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 Circular on Several Issues regarding the “Beneficial Owner” in Tax Treaties, which became effective as of April 1, 2018, when determining an applicant’s status as the “beneficial owner” regarding tax treatments in connection with dividends, interests, or royalties in the tax treaties, several factors will be taken into account. Such factors include whether the business operated by the applicant constitutes actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax, grant tax exemption on relevant incomes, or levy tax at an extremely low rate. This circular further requires any applicant who intends to be proved of being the “beneficial owner” to file relevant documents with the relevant tax authorities. Our PRC subsidiaries are owned by our Hong Kong subsidiary, Wuxin Hong Kong. However, we cannot assure you that our determination regarding our qualification to enjoy the preferential tax treatment will not be challenged by the relevant PRC tax authority or we will be able to complete the necessary filings with the relevant PRC tax authority and enjoy the preferential withholding tax rate of 5% under the Double Tax Avoidance Arrangement with respect to dividends to be paid by our PRC subsidiaries to Wuxin Hong Kong, in which case, we would be subject to the higher withdrawing tax rate of 10% on dividends received.

The custodians or authorized users of our controlling non-tangible assets, including chops and seals, may fail to fulfill their responsibilities, or misappropriate or misuse these assets.

Under the PRC law, legal documents for corporate transactions, including agreements and contracts are executed using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with relevant PRC market regulation authorities.

In order to secure the use of our chops and seals, we have established internal control procedures and rules for using these chops and seals. In any event that the chops and seals are intended to be used, the responsible personnel will submit the application which will then be verified and approved by authorized employees in accordance with our internal control procedures and rules. In addition, in order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only to authorized employees. Although we monitor such authorized employees, the procedures may not be sufficient to prevent all instances of abuse or negligence. There is a risk that our employees could abuse their authority, for example, by entering into a contract not approved by us or seeking to gain control of one of our subsidiaries. If any employee obtains, misuses or misappropriates our chops and seals or other

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controlling non-tangible assets for whatever reason, we could experience disruption to our normal business operations. We may have to take corporate or legal action, which could involve significant time and resources to resolve and divert management from our operations.

If the preferential tax treatments and government subsidies granted by PRC government become unavailable, our results of operation and financial condition may be adversely affected.

Our PRC subsidiaries are subject to the PRC corporate income tax at a standard rate of 25% on their taxable income, but in 2021, preferential tax treatment was available to Wuxin Technology, VLG, TBIT, and Zhongyitong which allowed these entities to apply an income tax rate of 15% for the tax years of 2021, 2022 and 2023.

We cannot assure you that the PRC policies on preferential tax treatments will not change or that the current preferential tax treatments we enjoy or will be entitled to enjoy will not be cancelled. Moreover, we cannot assure you that our PRC subsidiaries will be able to renew the same preferential tax treatments upon expiration. If any such change, cancelation or discontinuation of preferential tax treatment occurs, the relevant PRC subsidiaries will be subject to the PRC enterprise income tax, or EIT, at a rate of 25% on taxable income. As a result, the increase in our tax charge could materially and adversely affect our results of operations.

Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, our Cayman Islands holding company primarily relies on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to our company. However, approval from or registration with appropriate government 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 loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the Class A Ordinary Shares.

The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this Offering under a PRC regulation.

On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission, or the SASAC, the SAT, the State Administration for Industry and Commerce, or the SAIC, the CSRC, and the State Administration of Foreign Exchange, or the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules include, among other things, provisions that purport to require that an offshore special purpose vehicle that is controlled by PRC domestic companies or individuals and that has been formed for the purpose of an overseas listing of securities through acquisitions of PRC domestic companies or assets to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles.

While the application of the M&A Rules remains unclear, we believe, based on the advice of our PRC legal counsel, King & Capital Law Firm, that the CSRC approval is not required in the context of this Offering because our WFOE was incorporated as a foreign-invested enterprise by means of foreign direct investments rather than

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by merger with or acquisition of any PRC domestic companies as defined under the M&A Rules. There can be no assurance that the relevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC legal counsel. If the CSRC or other PRC regulatory body subsequently determines that we need to obtain the CSRC’s approval for this Offering or if the CSRC or any other PRC government authorities promulgates any interpretation or implements rules that would require us to obtain CSRC or other governmental approvals for this Offering, we may face adverse actions or sanctions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may impose fines and penalties on our operations in China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from this Offering into the PRC or take other actions that could adversely affect our business, operating results and financial condition, as well as our ability to complete this Offering. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this Offering before settlement and delivery of the Class A Ordinary Shares offered by this prospectus. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that such settlement and delivery may not occur. In addition, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring us to obtain their approvals for this Offering, we may be unable to obtain waivers of such approval requirements. Any uncertainties or negative publicity regarding such approval requirements could materially and adversely affect the trading price of the Class A Ordinary Shares.

If the Chinese government were to impose new requirements for approval from the PRC Authorities to issue our ordinary shares to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

As of the date of this prospectus, we and our PRC subsidiaries, (1) are not required to obtain permissions from any PRC authorities to operate or issue our Ordinary Shares to foreign investors, (2) are not subject to permission requirements from the CSRC, CAC or any other entity that is required to approve of our PRC subsidiaries’ operations, and (3) have not received or were denied such permissions by any PRC authorities. Nevertheless, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made available to the public on July6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Given the current PRC regulatory environment, it is uncertain when and whether we or our PRC subsidiaries, will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, including this offering. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities. According to the Administration Provision and the Measures (Draft for Comments), only new initial public offerings and refinancing by existent overseas listed Chinese companies will be required to go through the filing process with PRC administrations; other existent overseas listed companies will be allowed sufficient transition period to complete their filing procedure, which means if we complete the offering prior to the effectiveness of Administration Provisions and Measures, we will certainly go through the filing process in the future, perhaps because of refinancing or given by sufficient transition period to complete filing procedure as an existent overseas listed Chinese company. However, it is uncertain when the Administration Provision and the Measures will take effect or if they will take effect as currently drafted. If it is determined in the future that the approval of the CSRC, the CAC or any other regulatory authority is required for this offering, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our ordinary shares. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition,

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if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions.

Among other things, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. Such regulation requires, among other things, that MOFCOM be notified in advance of any change of control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress which became effective in 2008 requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by the relevant anti-monopoly authority before they can be completed. In addition, PRC national security review rules which became effective in September 2011 require acquisitions by foreign investors of PRC companies engaged in military related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. We may pursue potential strategic acquisitions that are complementary to our business and operations. Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the competent governmental authority, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.

We are required under PRC laws and regulations to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our businesses. The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. If we fail to make adequate payments in the future, we may be required to make up the contributions for these plans in the amount of 110% of the amount in the preceding month. If we fail to make or supplement contributions of social security premiums within the stipulated period, the social security premiums collection agency may enquire into the deposit accounts of the employer with banks and other financial institutions. In an extreme situation, where we failed to contribute social security premiums in full amount and do not provide guarantee, the social security premiums collection agency may apply to a Chinese court for seizure, foreclosure or auction of our properties of value equivalent to the amount of social security premiums payable, and the proceeds from auction shall be used for contribution of social security premiums. If we are subject to deposit, seizure, foreclosure or auction in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.

PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.

In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular37, to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents’ Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles, or SAFE Circular75, which ceased to be effective upon the promulgation of SAFE Circular 37. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future.

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SAFE Circular 37 requires registration with, and approval from, Chinese government authorities in connection with direct or indirect control of an offshore entity by PRC residents. The term “control” under SAFE Circular 37 is broadly defined as the operation rights, beneficiary rights or decision-making rights acquired by PRC residents in the offshore special purpose vehicles, or SPVs, by means of acquisition, trust, proxy, voting rights, repurchase, convertible bonds or other arrangements. In addition, any PRC resident who is a direct or indirect shareholder of an SPV is required to update its filed registration with the local branch of SAFE with respect to that SPV, to reflect any material change. On February 13, 2015, the SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice13, which became effective on June 1, 2015. Under SAFE Notice13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular37, will be filed with qualified banks instead of SAFE. The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.

These regulations may have a significant impact on our present and future structuring and investment. We intend to structure and execute our future offshore acquisitions in a manner consistent with these regulations and any other relevant legislation. However, because it is presently uncertain how the SAFE regulations and any future legislation concerning offshore or cross-border transactions will be interpreted and implemented by the relevant government authorities in connection with our future offshore financings or acquisitions, we cannot provide any assurances that we will be able to comply with, qualify under, or obtain any approvals required by the regulations or other legislation. Furthermore, we cannot assure you that any PRC shareholders of our company or any PRC company into which we invest will be able to comply with those requirements. Any failure or inability by such individuals or entities to comply with SAFE regulations may subject us to fines or legal sanctions, such as restrictions on our cross-border investment activities or our PRC subsidiaries’ ability to distribute dividends to, or obtain foreign exchange-denominated loans from, our company or prevent us from making distributions or paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.

Furthermore, as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in the prospectus based on foreign laws.

We are an exempted company incorporated under the laws of the Cayman Islands, and we conduct substantially all of our operations in China and substantially all of our assets are located in China. In addition, all our senior executive officers reside within China for a significant portion of the time and most are PRC nationals. As a result, it may be difficult for you to effect service of process upon us or those persons inside mainland China. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, as none of them currently resides in the United States or has substantial assets located in the United States. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if

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they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. See “Enforceability of Civil Liabilities” starting on page 59 of this prospectus for more information.

Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, replacing earlier rules promulgated in 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas-listed company, and complete certain other procedures. In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. In addition, SAFE Circular 37 stipulates that PRC residents who participate in a share incentive plan of an overseas non-publicly-listed special purpose company may register with SAFE or its local branches before they obtain the incentive shares or exercise the share options. We and our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been or will be granted incentive shares or options are or will be subject to these regulations. Failure to complete the SAFE registrations may subject them to fines and legal sanctions, and there may be additional restrictions on the ability of them to exercise their stock options or remit proceeds gained from sale of their stock into the PRC. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law. See “Regulation — Regulation Relating to Stock Incentive Plans.”

If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the State Administration of Taxation, or SAT, issued a circular, known as SAT Circular82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China, and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

We believe our company is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that our company or any of our offshore subsidiaries is a PRC resident enterprise for enterprise income tax purposes, our company or the relevant offshore subsidiaries will be subject to PRC enterprise income on its worldwide income at the rate of 25%. Furthermore, if we are treated as a PRC tax resident enterprise, we will be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of the Class A Ordinary Shares. In addition, non-resident enterprise shareholders (including our shareholders) may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of Class A Ordinary Shares, if such gain is treated as

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derived from a PRC source. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including our shareholders) and any gain realized on the transfer of Class A Ordinary Shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us). These rates may be reduced by an applicable tax treaty, but it is unclear whether our non-PRC shareholders would, in practice, be able to obtain the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the Class A Ordinary Shares.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC resident companies.

On February 3, 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Bulletin7, which came into effect on February 3, 2015, but will also apply to cases where their PRC tax treatments are not yet concluded. SAT Bulletin 7 redefines the applicable scope to expand the subject of the indirect share transfers to China taxable assets which includes equity investments in PRC resident enterprises, assets of Chinese establishment and immoveable properties in China. In addition, SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets.

On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin37, which came into effect on December 1, 2017. The SAT Bulletin 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax.

Where a non-resident enterprise transfers taxable assets in China indirectly by disposing of the equity interests of an overseas holding company, which is an Indirect Transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity whose equity is transferred, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries and investments. Our company may be subject to filing obligations or taxed if our company is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions, under SAT Bulletin 7 and/or SAT Bulletin 37. For transfer of shares in our company by investors who are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Bulletin 7 and/or SAT Bulletin 37. As a result, we may be required to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

Regulation and censorship of information disseminated over the internet in China may adversely affect our business and reputation and subject us to liability for information displayed on our website.

China has enacted laws and regulations governing Internet access and the distribution of products, services, news, information, audio-video programs and other content through the Internet. In the past, the PRC government has prohibited the distribution of information through the internet that it deems to be in violation of PRC laws and regulations. If any of the information offered on our website was deemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations.

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Risks Related to the Class A Ordinary Shares and this Offering

There has been no public market for our Class A Ordinary Shares prior to this Offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you pay for them, or at all.

Prior to this Offering, there has not been a public market for our Class A Ordinary Shares. We have applied for the listing of our Class A Ordinary Shares on the Nasdaq Capital Market. However, an active public market for our Class A Ordinary Shares may not develop or be sustained after the Offering, in which case the market price and liquidity of our Class A Ordinary Shares will be materially and adversely affected.

The initial public offering price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The initial public offering price for our Class A Ordinary Shares will be determined by negotiations between us and the underwriters, and does not bear any relationship to our earnings, book value or any other indicia of value. We cannot assure you that the market price of our Class A Ordinary Shares will not decline significantly below the initial public offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Class A Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

You will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased.

The initial public offering price of our Class A Ordinary Shares is substantially higher than the (pro forma) net tangible book value per share of our Class A Ordinary Shares. Consequently, when you purchase our Class A Ordinary Shares in the Offering and upon completion of the Offering, you will incur immediate dilution of US$[        ] per Class A Ordinary Share, assuming an initial public offering price of US$[        ], which is the midpoint of the price range as set forth on the cover page of this prospectus. See “Dilution.” In addition, you may experience further dilution to the extent that additional Class A Ordinary Shares are issued upon exercise of outstanding options we may grant from time to time.

Substantial future sales of our Class A Ordinary Shares or the anticipation of future sales of our Class A Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline.

Sales of substantial amounts of our Class A Ordinary Shares in the public market after this Offering, or the perception that these sales could occur, could cause the market price of our Class A Ordinary Shares to decline. There were 11,654,000 Class A Ordinary Shares and 22,346,000 Class B Ordinary Shares issued and outstanding before the consummation of this Offering and [        ] Class A Ordinary Shares and 22,346,000 Class B Ordinary Shares will be outstanding immediately after the consummation of this Offering. Sales of these shares into the market could cause the market price of our Class A Ordinary Shares to decline.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A Ordinary Shares if the market price of our Class A Ordinary Shares increases.

If securities or industry analysts do not publish research or reports about our business, or if the publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.

The trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

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The estimates of market opportunity, forecasts of market growth included in this prospectus may prove to be inaccurate, and any real or perceived inaccuracies may harm our reputation and negatively affect our business. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of our market opportunities are subject to change over time, and there is no guarantee that any particular number or percentage of addressable companies covered by our market opportunities estimates will purchase our products and solutions at all or generate any particular level of revenues for us. Even if the market in which we compete meets the size estimates and growth forecasted in this prospectus, our business could fail to grow for a variety of reasons, including reasons outside of our control, such as competition in our industry.

The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

The initial public offering price for our Class A Ordinary Shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Class A Ordinary Shares following our initial public offering. If you purchase our Class A Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. The market price of our Class A Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

•        actual or anticipated fluctuations in our revenue and other operating results;

•        the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•        actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•        announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

•        price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

•        lawsuits threatened or filed against us; and

•        other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Our management has broad discretion to determine how to use the funds raised in the Offering and may use them in ways that may not enhance our results of operations or the price of our Class A Ordinary Shares.

We anticipate that we will use the net proceeds from this Offering for working capital and other corporate purposes. Our management will have significant discretion as to the use of the net proceeds to us from this Offering and could spend the proceeds in ways that do not improve our results of operations or enhance the market price of our Class A Ordinary Shares.

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We incur significantly increased costs as a result of operating as a public company, and our management has no prior experience in managing and operating a public company and required to devote substantial time to compliance initiatives and reporting requirements associated therewith.

As a public company, we incur significant legal, accounting and other expenses. We are subject to the reporting requirements of the Exchange Act, which requires, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act, and related SEC and Nasdaq rules impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted. There are significant corporate governance and executive compensation-related provisions in the Dodd-Frank Act that require the SEC to adopt additional rules and regulations in these areas such as “say on pay” and proxy access. Recent legislation permits emerging growth companies to implement many of these requirements over a longer period and up to five years from the pricing of our IPO. We intend to take advantage of this new legislation, but cannot guarantee that we will not be required to implement these requirements sooner than budgeted or planned and thereby incur unexpected expenses. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.

Our current management has no experience managing and operating a public company and relies in many instances on the professional experience and advice of third parties, including our attorneys and accountants. Most of our middle and top management staff were not educated and trained in the United States or other Western countries, and as such have limited experience in the US capital markets. We may have difficulty hiring new employees in the PRC with such training. As a result, we may experience difficulty in establishing management, legal and financial controls and collecting financial data and preparing financial statements that meet US standards. We may also experience difficulties in implementing and maintaining adequate internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, as amended. This may result in significant deficiencies or material weaknesses in our internal controls, which could impact the reliability of our financial statements and prevent us from complying with the rules and regulations of the SEC.

In addition, the rules and regulations applicable to public companies have substantially increased our legal and financial compliance costs and have made some activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition, results of operations, stock price and prospects. The increased costs will decrease our net income or increase our net loss and may require us to reduce costs in other areas of our business. For example, these rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain the same or similar coverage. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

Prior to this Offering, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in preparing our consolidated financial statements as of and for the years ended June30, 2021 and 2020, we and our independent registered public accounting firm have identified material weaknesses in our internal control over financial reporting, as defined in the standards established by the PCAOB, and other control deficiencies. The material weakness identified relates to our lack of sufficient and competent financial reporting and accounting personnel with appropriate knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements. Following the identification of the material weaknesses and control deficiencies, we plan to continue to take remedial measures including (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework; (ii) implementing

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regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel; (iii) setting up an internal audit function as well as engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control; and (iv) appointing independent directors, establishing an audit committee, and strengthening corporate governance. However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our Class A Ordinary Shares, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

Upon completion of this Offering, we will become a public company in the United States subjecting to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending September 30, 2021. In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent registered public accounting firm may need to attest to and report on the effectiveness of our internal control over financial reporting. However, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm in our annual filings with the SEC. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us.

As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain Nasdaq Stock Exchange corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.

We are exempted from certain corporate governance requirements of the Nasdaq listing rules by virtue of being a foreign private issuer. We are required to provide a brief description of the significant differences between our corporate governance practices and the corporate governance practices required to be followed by domestic U.S. companies listed on the Nasdaq. The standards applicable to us are considerably different than the standards applied to domestic U.S. issuers. For instance, we are not required to:

•        have a majority of the board be independent (although all of the members of the audit committee must be independent under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act);

•        have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors;

•        have regularly scheduled executive sessions with only independent directors; or

•        have executive sessions of solely independent directors each year.

We have relied on and intend to continue to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporate governance requirements of the Nasdaq.

If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

We expect to qualify as a foreign private issuer upon the completion of this Offering. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we will not be required to disclose in our periodic reports all of the information

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that United States domestic issuers are required to disclose. While we currently expect to qualify as a foreign private issuer immediately following the completion of this Offering, we may cease to qualify as a foreign private issuer in the future.

We are and will be a “controlled company” within the meaning of the Nasdaq listing requirements upon the closing of this Offering and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.

We are and will be a “controlled company” as defined under the rules of the Nasdaq upon the closing of this Offering since our Chairman of the Board and Chief Executive Officer Mr. Lianqi Liu beneficially owns more than 50% of our total voting power. For so long as we remain a controlled company under this definition, we are permitted to elect to rely on certain exemptions from corporate governance rules, including:

•        an exemption from the rule that a majority of our board of directors must be independent directors;

•        an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

•        an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

We intend to take advantage of corporate governance exemptions available to controlled companies. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq Capital Market, although we exempt from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We will seek to have our securities approved for listing on the Nasdaq Capital Market upon consummation of this Offering. We cannot assure you that we will be able to meet those initial listing requirements at that time. Even if our securities are listed on the Nasdaq Capital Market, we cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market.

In addition, following this Offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price and certain corporate governance requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

•        a limited availability for market quotations for our securities;

•        reduced liquidity with respect to our securities;

•        a determination that our Class A Ordinary Share is a “penny stock,” which will require brokers trading in our Class A Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Ordinary Share;

•        limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

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Our board of directors may decline to register transfers of Class A Ordinary Shares in certain circumstances.

Except in connection with the settlement of trades or transactions entered into through the facilities of a stock exchange or automated quotation system on which our Class A Ordinary Shares are listed or traded from time to time, our board of directors may, in its sole discretion, decline to register any transfer of any Class A Ordinary Share which is not fully paid up or on which we have a lien.

Where the Class A Ordinary Shares are not listed on or subject to the rules of Nasdaq Capital Market, our board of directors may, in its absolute discretion, decline to register any transfer of any Class A Ordinary Share that has not been fully paid up, whom it does not approve or is subject to a company lien. Our board of directors may also decline to register any transfer of such Class A Ordinary Share unless:

(a)     the instrument of transfer is lodged with us, accompanied by the certificate for the Class A Ordinary Shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;       

(b)    the instrument of transfer is in respect of only one class of Class A Ordinary Shares;

(c)     the instrument of transfer is properly stamped, if required;

(d)    the Class A Ordinary Share transferred is fully paid and free of any lien in favor of us;

(e)     any fee related to the transfer has been paid to us; and

(f)     the transfer is not to more than four joint holders.

If our directors refuse to register a transfer, they are required, within two months after the date on which the instrument of transfer was lodged, to send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

This, however, is unlikely to affect market transactions of the Class A Ordinary Shares purchased by investors in the public offering. Once the Class A Ordinary Shares have been listed, the legal title to such Class A Ordinary Shares and the registration details of those Class A Ordinary Shares in the Company’s register of members will remain with DTC/Cede & Co. All market transactions with respect to those Class A Ordinary Shares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the DTC systems.

You may face difficulties in protecting your interests as a shareholder, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Articles of Association and by the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are generally of persuasive authority but are not binding on the courts of the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the United States federal courts. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would

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as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital—Differences in Corporate Law.”

You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our articles of association allow our shareholders holding shares representing in aggregate not less than 10% of our voting share capital in issue, to requisition a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least 7 clear days’ notice any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least one or more shareholders holding at least a majority of the paid up voting capital of the Company present in person or by proxy except where there is only one shareholder entitled to vote on resolutions of Members to be considered at the meeting in which case the quorum shall be one shareholder.

Our pre-IPO shareholders will be able to sell their shares upon completion of this Offering subject to restrictions under Rule 144 under the Securities Act.

Our pre-IPO shareholders may be able to sell their Class A Ordinary Shares under Rule 144 after the completion of this Offering. Because these shareholders have paid a lower price per Class A Ordinary Share than participants in this Offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price. This fact could impact the trading price of the Class A Ordinary Shares following the completion of the Offering, to the detriment of participants in this Offering. As the date of this prospectus and immediately prior to the completion of this Offering, there are 11,654,000 Class A Ordinary Shares and 22,346,000 Class B Ordinary Shares issued and outstanding. Under Rule 144, before pre-IPO shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period and the Company has been reporting under the Securities Act for at least 90 days.

The Financial Action Task Force’s Increased Monitoring of the Cayman Islands.

In February 2021, the Cayman Islands was added to the Financial Action Task Force (“FATF”) list of jurisdictions whose anti-money laundering practices are under increased monitoring, commonly referred to as the “FATF grey list.” When the FATF places a jurisdiction under increased monitoring, it means the country has committed to resolve swiftly the identified strategic deficiencies within agreed timeframes and is subject to increased monitoring during that timeframe. In its October 2021 plenary, the FATF recognised the progress made by the Cayman Islands to improve its anti-money laundering and counter-terrorist financing regime. Despite this recognition, it is unclear how long this designation will remain in place and what ramifications, if any, the designation will have for the Company.

Cayman Islands was added to the EU AML High-Risk Third Countries List.

On March13, 2022, the European Commission (“EC”) updated its list of ‘high-risk third countries’ (“EU AML List”) identified as having strategic deficiencies in their anti-money laundering/counter-terrorist financing regimes to add nine countries, including the Cayman Islands. The EC has noted it is committed to there being a greater alignment between the EU AML List and the FATF listing process. The addition of the Cayman Islands to the EU AML List is a direct result of the inclusion of the Cayman Islands on the FATF grey list in February 2021. It is unclear how long this designation will remain in place and what ramifications, if any, the designation will have for the Company.

The Company is not required to disclose compensation paid to our senior management on an individual basis under Cayman Island law.

Under Cayman Islands law, the Company is not required to disclose compensation paid to our senior management on an individual basis and the Company has not otherwise publicly disclosed this information elsewhere. The executive officers, directors and management of the Company receive fixed and variable compensation. They also receive benefits in line with market practice. The fixed component of their compensation is set on market terms and adjusted annually. The variable component consists of cash bonuses and awards of shares (or the cash equivalent). Cash bonuses are paid to executive officers and members of management based on previously agreed targets for the business. Shares (or the cash equivalent) are awarded under share options.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this prospectus can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others.

Forward-looking statements appear in a number of places in this prospectus and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to of various factors, including, but not limited to, those identified under the section entitled “Risk Factors” in this prospectus. These risks and uncertainties include factors relating to:

•        general economic, political, demographic and business conditions in China and globally;

•        our ability to implement our growth strategy;

•        the success of operating initiatives, including advertising and promotional efforts and new product and service development by us and our competitors;

•        our ability to develop and apply our technologies to support and expand our product and service offerings;

•        the availability of qualified personnel and the ability to retain such personnel;

•        competition in the IoT industries;

•        changes in government policies and regulation;

•        other factors that may affect our financial condition, liquidity and results of operations; and

•        other risk factors discussed under “Risk Factors.”

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

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ENFORCEABILITY OF CIVIL LIABILITIES

We were incorporated under the laws of the Cayman Islands as an exempted company with limited liability on June16, 2021. We are incorporated under the laws of the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands have a less developed body of securities laws as compared to the United States and provide significantly less protection for investors than the United States. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

Substantially all of our assets are located in the PRC. In addition, all of our directors and officers are nationals or residents of the PRC and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Our counsel, Conyers Dill & Pearman LLP, with respect to the laws of the Cayman Islands and King & Capital Law Firm, our counsel with respect to PRC law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or the PRC would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the Cayman Islands or the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Our Cayman Islands counsel has further advised us that there is currently no statutory enforcement or treaty between the United States and the Cayman Islands providing for enforcement of judgments. A judgment obtained in the United States, however, may be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination on the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment: (i) is given by a foreign court of competent jurisdiction; (ii) is final; (iii) is not in respect of taxes, a fine or a penalty; and (iv) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman Islands. Furthermore, it is uncertain that the Cayman Islands courts would enforce: (1) judgments of U.S. courts obtained in actions against us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities laws; or (2) original actions brought against us or other persons predicated upon the Securities Act. Our Cayman Islands counsel has informed us that there is uncertainty with regard to Cayman Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature.

King & Capital Law Firm has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. King & Capital Law Firm has advised us further that there are no treaties or other forms of reciprocity between China and the United States for the mutual recognition and enforcement of court judgments, thus making the recognition and enforcement of a U.S. court judgment in China difficult.

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USE OF PROCEEDS

We expect to receive total estimated net proceeds from this Offering of approximately US$[        ] million, or approximately US$[        ] million if the underwriters exercise their option to purchase additional Class A Ordinary Shares in full, based on the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and the estimated Offering expenses payable by us.

We intend to use the net proceeds from this Offering for the following purposes:

•        20% for research and development;

•        50% for investment in technology infrastructure, marketing and branding, and other capital expenditure; and

•        30% for other general corporate purposes.

If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus. In utilizing the proceeds from this Offering, we are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions, and only if we satisfy the applicable government registration and approval requirements. We cannot assure you that we will be able to meet these requirements on a timely basis, if at all. See “Risk Factors — Risks Related to Doing Business in China — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from using the proceeds of this Offering to make loans or additional capital contributions to our PRC subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”

Pending use of the net proceeds, we intend to hold our net proceeds in short-term, interest-bearing, financial instruments or demand deposits.

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DIVIDEND POLICY

We have not previously declared or paid any cash dividend or dividend in kind and we have no plan to declare or pay any dividends in the near future on our Class A Ordinary Shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

We are a holding company incorporated in the Cayman Islands. We may rely on dividends from our PRC subsidiaries for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “Regulation — Regulations on Foreign Exchange — Dividend Distribution.”

Our board of directors has discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2021:

•        on an actual basis;

•        on an as adjusted basis to reflect the issuance and sale of [        ] Class A Ordinary Shares by us in this Offering, at the initial public offering price of US, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated discount to the underwriters and the estimated Offering expenses payable by us.

You should read this capitalization table in conjunction with “Use of Proceeds,” “Selected Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

	June 30, 2021
	Actual		Pro Forma as Adjusted(1)
Total Non-current Liabilities	$	524,806	$
Shareholders’ Equity
Ordinary Shares, US$0.0001 par value, 500,000,000shares authorized, 34,000,000shares issued and outstanding		3,400
Additional paid in capital		10,495,706
Statutory surplus reserves		1,326,236
Retained earnings		7,388,963
Accumulated other comprehensive income		305,379
Equity attributable to Wuxin Holdings’ shareholders		19,519,684
Non-controlling interests		900,699
Total Shareholders’ Equity		20,420,383
Total Capitalization	$	20,945,189	$

____________

(1)      Reflects the sale of Ordinary Shares in this Offering at an assumed initial public offering price of $[    ] per share, and after deducting the estimated underwriting discounts and estimated Offering expenses payable by us, assuming the underwriter’s over-allotment option has not been exercised. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts and estimated offering expenses payable by us. We estimate that such net proceeds will be approximately $[    ], assuming the Underwriter has not exercised the over-allotment option. The net proceeds of $[    ] are calculated as follows: $[    ] gross offering proceeds, less underwriting discounts and commissions of $[    ], underwriter non-accountable expense allowance of $[    ], allowance of $[    ] and estimated offering expenses of $[    ]. The pro forma as adjusted total equity of $[    ] is the sum of the net proceeds of $[    ] and the actual equity of $[    ].

(2)      In the event that the underwriter’s over-allotment option is exercised in full, pro forma total ordinary shares outstanding would be [    ] shares, pro forma additional paid-in capital would be $[    ], and pro forma adjusted total equity would be $[    ], reflecting the sum of net proceeds in the amount of $[    ] and the actual equity of $[    ].

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DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted for each Class A Ordinary Shares you purchase to the extent of the difference between the initial public offering price per Class A Ordinary Shares and our net tangible book value per Class A Ordinary Shares after this Offering. Dilution results from the fact that the initial public offering price per Class A Ordinary Share is substantially in excess of the net tangible book value per Class A Ordinary Shares attributable to the existing shareholders for our presently outstanding Class A Ordinary Shares.

Our net tangible book value as of June 30, 2021, was $19,470,619, or $0.57 per share. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per Class A Ordinary Share (as adjusted for the Offering) from the initial public offering price per Class A Ordinary Share and after deducting the underwriting discounts, Underwriter non-accountable expense allowance, and the estimated Offering expenses payable by us.

Dilution to New Investors if the Offering Amount is Sold without Exercise of the Over-allotment Option

After giving effect to our sale of [        ] Class A Ordinary Shares offered in this Offering based on the assumed initial public offering price of $[        ] per share, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deduction of the underwriting discounts, non-accountable expense allowance, and the estimated Offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2021, would have been $[        ] million, or $[        ] per outstanding Class A Ordinary Share. This represents an immediate increase in net tangible book value of $[        ] per Class A Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $[        ] per Class A Ordinary Share to investors purchasing Class A Ordinary Share in this Offering. The as adjusted information discussed above is illustrative only. The following table illustrates such dilution:

	No Exercise of Over-Allotment Option
Assumed Initial public offering price per Class A Ordinary Share	$
Net tangible book value per ordinary share as of June 30, 2021	$	0.57
As adjusted net tangible book value per ordinary share attributable to payments by new investors	$
Pro forma net tangible book value per ordinary share immediately after this Offering	$
Amount of dilution in net tangible book value per ordinary share to new investors in the Offering	$

A $1.00 increase (decrease) in the assumed public offering price of $[        ] per Class A Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this Offering by $[        ] million, the pro forma as adjusted net tangible book value per Class A Ordinary Share after giving effect to this Offering by $[        ] per Class A Ordinary Share, and the dilution in pro forma as adjusted net tangible book value per ordinary share to new investors in this Offering by ordinary shares $[        ] per ordinary share, assuming no change to the number of ordinary shares offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts, non-accountable expense allowance, and estimated Offering expenses.

The following table summarizes, on a pro forma as adjusted basis as of June 30, 2021, the differences between existing shareholders and the new investors with respect to the number of ordinary shares purchased from us, the total consideration paid and the average price per ordinary share paid before deducting the underwriting discounts, non-accountable expense allowance, and estimated Offering expenses.

	Ordinary Shares purchased		Total consideration		Average price per Ordinary Share
Over-allotment option not exercised	Number	Percent	Amount	Percent
	($ in thousands)
Existing shareholders		%	$	%	$
New investors		%		%
Total		100%	$	100%	$

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Dilution to New Investors if the Offering Amount is Sold with Full Exercise of the Over-allotment Option

After giving effect to our sale of [        ] ordinary shares offered in this Offering based on the assumed initial public offering price of $[        ] per ordinary share, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deduction of the underwriting discounts, non-accountable expense allowance, and the estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2021, would have been $[    ], or $[    ] per share. This represents an immediate increase in net tangible book value of $[        ] per Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $[        ] per Ordinary Share to investors purchasing Ordinary Shares in this Offering. The as adjusted information discussed above is illustrative only. The following table illustrates such dilution:

	Full Exercise of Over-Allotment Option
Assumed Initial public offering price per Ordinary Share	$
Net tangible book value per Ordinary Share as of June 30, 2021	$	0.57
As adjusted net tangible book value per Ordinary Share attributable to payments by new investors	$
Pro forma net tangible book value per Ordinary Share immediately after this Offering	$
Amount of dilution in net tangible book value per Ordinary Share to new investors in the Offering	$

A $1.00 increase (decrease) in the assumed public offering price of $[        ] per Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by $[        ] million, the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by $[        ] per Ordinary Share, and the dilution in pro forma as adjusted net tangible book value per Ordinary Share to new investors in this offering by Ordinary Shares $[        ] per Ordinary Share, assuming no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts, non-accountable expense allowance, and estimated Offering expenses.

The following table summarizes, on a pro forma as adjusted basis as of June 30, 2021, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share paid before deducting the underwriting discounts, non-accountable expense allowance, and estimated Offering expenses.

Over-allotment option exercised in full	Ordinary Shares purchased		Total consideration		Average price per Ordinary Share
	Number	Percent	Amount	Percent
	($ in thousands)
Existing shareholders		%	$	%	$
New investors		%		%
Total		100%	$	100%	$

The as adjusted information as discussed above is illustrative only.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.” All amounts included herein with respect to the fiscal years ended June 30, 2021 and 2020 are derived from our consolidated financial statements included elsewhere in this prospectus. Our financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or US GAAP.

Overview

Our operating entity, Wuxin Technology, is a high-tech enterprise engaged in the IoT industry, which was formed in 2005 and is headquartered in Shenzhen, China. The IoT describes the network of physical objects — “things” — that are embedded with sensors, software, and other technologies for the purpose of connecting and exchanging data with other devices and systems over the internet. Our core business is research, development and sale of IoT connectivity related products and solutions, which works for the connection between all the points in the IoT ecosystem, such as ADC chips, modules, and antenna products.

To realize our vision of enabling and accelerating the digital transformation of Chinese and global businesses that depend on physical operations, we have developed and pioneered the ADC protocol, which is a wireless, decentralized and ad hoc protocol derived from the foraging principle of ant colonies, and allows an IoT network of numerous nodes to efficiently detect the shortest path of data transmission and decentralize the control. Compared with those adopting traditional protocol architecture of a centralized control, our products with ADC protocol have advantages of lower cost, higher reliability, longer transmission distance, and faster deployment. ADC protocol also standardizes protocol stack and application layer, which is the interface between the IoT devices and the network that they communicate to, lowering the technical barrier for those industrial segments which could have been unable to enter the IoT ecosystem otherwise.

We sell ADC chips, modules, antennas, controllers, smart hardware, smart household devices, and other smart products. We provide integrated solutions for IoT engineering and cloud platforms for customers.

Furthermore, we provide complete technical solutions for self-organizing networks of various intelligent hardware, helping product manufacturers to form networking logic between products, which shortens the development cycle and reduces development costs. For customers such as electric bicycle manufacturers and shared E-bike companies, we supply controllers (also known as “centralized control boxes”) and locators to be installed on shared electric bicycles and motorcycles, and we also develop apps, cloud platforms, and shared operating systems. We also provide door locks, smart switches, lighting control, HVAC control, electric curtains, and software platform solutions for large real estate companies, hotel groups.

Through our products and services offering, we are committed to integrating IoT cloud, IoT management, and IoT terminal which cover the whole IoT ecosystem, through our continued efforts in the fields of cutting-edge IoT technology development, IoT product research and development (“R&D”) and manufacturing, IoT application scenarios launching, IoT intelligent hardware marketing network, and IoT system integration solution output.

In the past decade, we have realized rapid growth and made breakthroughs in different aspects of our IoT business, laying a solid foundation for our IoT ecosystem:

•        IoT protocol IP licensing:    Wuxin Technology has licensed the ADC protocol to more than 10million IoT products developed by other companies in the IoT industry since November 2021.

•        IoT smart products:    From January1, 2017 to December31, Wuxin Technology’s subsidiary, VLG, has provided over 415million IoT communication components to customers of various smart technology companies, with an average annual shipment of no less than 60million pieces. Its customers include first-line leading companies in the industry, including ZTE Corporation and Hangzhou Hikvision Digital Technology Co., Ltd.

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•        Shared electric bicycles in the Internet of Vehicles:    Wuxin Technology’s subsidiary, TBIT, has provided intelligent centralized control boxes for 5million electric bicycles during the past eight years since 2013. We believe that TBIT is in a leading position in the electric bicycles market.

•        Intelligent automobiles:    Wuxin Technology’s subsidiary, VLG, has provided automotive antennas for more than 380,000 cars from January1, 2020 to December31, 2021.

•        IoT module and chip sales:    Wuxin Technology’s subsidiary, Yitianxin, has supplied 8.59million modules to customers in the IoT industry since 2013. Since 2016, Xinsheng has provided 146million chips to customers in the IoT industry. Especially after our development of the ADC protocol in 2020, the growth of our chip sales has continued to accelerate.

•        Smart city and smart building system integration:    Wuxin Technology’s subsidiary, Zhongyitong, has undertaken forty IoT system integration projects from government agencies and large enterprises across China in the past 4 years. Zhongyitong has established a good brand reputation and network resources in Guangdong province, Guizhou province, and Hebei province in China.

Our IoT ecosystem covers the upper, middle, and lower streams of the IoT industrial chains. The upstream includes the provider of underlying technologies and products such as communication networking protocol, chips, modules, sensor technology, and PaaS. The protocols, chips, and modules work together to provide connectivity and networking solutions for IoT products. Furthermore, the protocol is the core of the chips and the modules, as it determines whether the chips and the modules can maintain stable connection. Therefore, the protocol is crucial in the upstream of the IoT industry. Our ADC protocol, ADC protocol chips and ADC protocol modules have been successfully launched in the market, and have been well received by the upstream customers. The midstream mainly refers to the development of the application layer, including the SaaS service of the cloud platform. Our ADC protocol comes with its own application layer and application scenarios, therefore, the difficulty and cycle of product development will be greatly reduced for our smart products developer customers. Downstream includes business that design and implement projects for user needs, such as brand manufacturers, product manufacturers, solution companies, engineering companies, agents, and integrators. As the ADC protocol standardizes protocol stack and application layer, it is easy to build an ecosystem when adopting our ADC protocol, therefore, our downstream customers can integrate and improve the value of their products and services at a lower cost.

We owned a total asset of RMB 231.65 million as of June 30, 2021. We have 340 full-time employees and 169 dispatch service workers as of June30, 2021. Our research and development department had a total of 142 full-time employees, accounting for 41.8%. We have carried out industry-university-research collaborations with Hong Kong University of Science and Technology, Xidian University and Hangzhou Dianzi University. As of December31, 2021, Wuxin Technology and its subsidiaries owned 220 software copyrights, 136 patents, including 20 invention patents, 102 utility models and 14 design patents. Wuxin Technology and its subsidiaries have 25 pending patent applications, of which, 16 are invention patents, and 9 are utility models. In addition, Wuxin Technology holds 27 registered trademarks for our brand name “ADC”, “VLG”, “TBIT”. For the fiscal years ended June 30, 2021 and 2020, we intensified R&D input, and the R&D expenses were $4.64million and $3.58million, respectively, accounting for 9.9% and 11.3% of operating income.

We have delivered IoT solutions and products and services to smart product manufacturers, cloud platform enterprises, electric bicycle manufacturers, sharing economy operators, automobile manufacturers, telecom operators, large enterprises and institutions and hotel groups, and our services and products are well received in the market.

Key Factors Affecting Our Results

Our results are primarily derived from the company’s operation and the external environment. The historical performance and outlook for our business is influenced by numerous factors, including the following:

•        Management — As a high-tech company, Wuxin has a strong R&D team and a product portfolio centered on core technologies, which has achieved a market advantage for Wuxin. If we can leverage our marketing strategy in the later stage, it will bring a significant improvement to the Company’s operating result. If we cannot effectively manage the R&D and marketing, it will lead to the loss of personnel, which will negatively impact our operations.

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•        Technology — Compared with traditional wireless networking protocols such as Wi-Fi, Zigbee, the ADC protocol outperform in the following aspects. Products adopting ADC protocol feature lower cost, higher reliability, longer transmission distance, and faster deployment. ADC protocol standardizes protocol stack and application layer, which lowers the technical threshold for vertical industrial to transit into IoT and increase competitiveness of our products and services in the market. In the future, we will continue to carry out technological research and development to ensure our technological advantages. However, it is not ruled out that new technologies will appear on the market, which will have an impact on us and affect our operations.

•        Market — Since the concept of ‘Smart Planet’ was put forward in 2008, the IoT has become a new generation of information technology. The IoT market is growing rapidly, IDC (International Data Corporation) data shows that the global IoT market size reached $742 billion in 2020 and is expected to exceed $1.1 trillion by 2024, with a CAGR of 10.67% during the period from 2019 to 2024. However, in recent years, the global economy has continued to be volatile, especially under the influence of the COVID-19 pandemic. The future economic faces a lot of uncertainties, which will indirectly affect the market expansion of the IoT industry.

•        General Competition — We face intense competition in the IoT industry. The industrial competition has been changed from products to industrial ecological chains. Currently, most industrial giants are competing for the leading power in industrial ecology, creating core ecosystems by layout in critical links, and strategically integrating players in upper and lower reaches to build industrial chains. Our strong competitors is Tuya Smart (Nasdaq: TUYA); while in the antenna market segment, there are Sunway Communication Co., Ltd. (SZ.300136), Huizhou Shuobeide Wireless Technology Co., Ltd. (SZ.300322), ShenZhen B&T Technology Co., Ltd. (NEEQ: 430597) and Harxon Corporation; when it comes to the Internet of vehicles, we are competing with Wunder Mobility. We believe that we are well-positioned to effectively compete on the factors listed above. However, some of our current or future competitors may have greater financial, technical or distribution resources than we do.

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is currently no estate duty, inheritance tax or gift tax. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our ordinary shares, nor will gains derived from the disposal of our ordinary shares be subject to Cayman Islands income or corporation tax.

There is no income tax treaty or convention currently in effect between the United States and the Cayman Islands.

Hong Kong

Our subsidiary incorporated in Hong Kong is subject to Hong Kong profit tax at a rate of 16.5%. No Hong Kong profit tax has been levied as we did not have assessable profit that was earned in or derived from our Hong Kong subsidiary during the periods presented. Hong Kong does not impose a withholding tax on dividends.

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PRC

Enterprise Income Tax

Under the Law of the People’s Republic of China on Enterprise Income Tax (“New EIT Law”), which was effective from January 1, 2008, both domestically-owned enterprises and foreign-invested enterprises are subject to a uniform tax rate of 25% while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. EIT grants preferential tax treatment to High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years. If our holding company in the Cayman Islands or any of our subsidiaries outside the PRC is considered as a PRC resident enterprise for tax purposes, then our global income will be subject to PRC enterprise income tax at the rate of 25% or 15%.

VLG, the Company’s main operating entity in PRC, was approved as HNTEs and entitled to a reduced income tax rate of 15% for the tax years ended December 31, 2017 to December 31, 2022. TBIT, the Company’s main operating entity in PRC, was approved as HNTEs and entitled to a reduced income tax rate of 15% for the tax years ended December 31, 2017 to December 31, 2022. WFOE, Wuxin Technology, Zhongyitong, Yitianxin and Xinsheng in PRC have applicable EIT rate of 25%. See “Risk Factors — Risks Related to Doing Business in China — If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.”

Value Added Tax

Sales revenue represents the invoiced value of goods, net of VAT. All of the Company’s products sold in the PRC are subject to a VAT on the gross sales price. The Company is subject to a VAT rate of 13% for selling goods and 6% for providing services. The VAT may be offset by VAT paid by the Company on raw materials, other materials and services included in the cost of producing or acquiring its finished products.

Withholding Tax on Dividends

Dividends paid by WFOE to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and Capital and receives approval from the relevant tax authority. If our Hong Kong subsidiary satisfies the requirements under the tax arrangement and receives approval from the relevant tax authority, then the dividends paid to the Hong Kong subsidiary would be subject to withholding tax at a reduced tax rate of 5%. See “Risk Factors — Risks Related to Doing Business in China — There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiaries, and dividends payable by our PRC subsidiaries to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.”

Our Reportable Segments

For the fiscal years ended June 30, 2021 and 2020, our operations are organized into three reportable segments: Connectivity products, Internet of vehicles products, and other products (including smart home products and IoT projects). Operating segments are reported in a manner consistent with the internal reporting provided to management for decision making. These operating segments are monitored, and strategic decisions are made on the basis of segmental profit margins.

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Results of Operations

Comparison of Fiscal Years Ended June 30, 2021 and 2020

The following table summarizes the results of our operations for the fiscal years ended June 30, 2021 and 2020, respectively, and provides information regarding the dollar and as a percentage of our total revenue during such periods.

	Year ended June 30, 2021					Year ended June 30, 2020
	Amount			% of Revenue		Amount			% of Revenue
Revenues	$	46,977,350		100.0	%	$	31,833,721		100.0	%
Cost of revenues		31,952,275		68.0	%		21,970,569		69.0	%
Gross profit		15,025,075		32.0	%		9,863,152		31.0	%
Operating expenses
Sales and marketing expenses		1,488,889		3.2	%		968,200		3.0	%
General and administrative expenses		2,657,118		5.7	%		1,966,480		6.2	%
Research and development costs		4,637,801		9.9	%		3,582,591		11.3	%
Total operating expenses		8,783,808		18.7	%		6,517,271		20.5	%
Income from operations		6,241,267		13.3	%		3,345,881		10.5	%
Other income (expenses)
Interest expenses, net		(65,503	)	(0.1	)%		(25,045	)	(0.1	)%
Government subsidies		449,766		1.0	%		983,093		3.1	%
Investment income		301,909		0.6	%		148,093		0.5	%
Other income (expenses)		(179,896	)	(0.4	)%		24,665		0.1	%
Total other income		506,276		1.1	%		1,130,806		3.6	%
Income before income taxes		6,747,543		14.4	%		4,476,687		14.1	%
Income tax expense		(563,329	)	(1.2	)%		(310,888	)	(1.0	)%
Net income	$	6,184,214		13.2	%	$	4,165,799		13.1	%

Revenues

The following table presents revenue by our segments for the fiscal years ended June 30, 2021 and 2020, respectively.

	For the years ended
	June 30, 2021				June 30, 2020
Revenues	Revenue (In USD)		As % of revenue		Revenue (In USD)		As % of revenue
Connectivity products	$	30,020,689	63.9	%	$	21,040,236	66.1	%
Internet of vehicles products		12,643,221	26.9	%		9,119,875	28.6	%
Other products		4,313,440	9.2	%		1,673,610	5.3	%
Total	$	46,977,350	100.0	%	$	31,833,721	100.0	%

We generate revenue from sales of connectivity products, internet of vehicles products and smart home products and provision of the related services. Our total revenue was $46,977,350 for the year ended June30, 2021, compared to $31,833,721 for the year ended June30, 2020, representing an increase of $15,143,629, or 47.6%. Such increase was due to an increase of $8,980,453 in revenue from connectivity products, an increase of $3,523,346 in revenue from our internet of vehicles products, and an increase of $2,639,830 in revenue from our smart home products.

Connectivity products are essential key components for the interconnection and collaboration of smart devices. Our connectivity products include ADC chips, modules and antenna products, which are based on ADC protocol. We successfully developed ADC chips after 16 years of R&D trials, practical applications in thousands of projects and consistent optimization. ADC chips integrate two-way radio frequency (“RF”) communication, low-power power management, and microcontroller unit (“MCU”). Two-way RF refers to the sending and receiving of the electromagnetic frequencies radiated into the space. A MCU is a small computer on a single metal-oxide-semiconductor integrated circuit chip, which contains one or more CPUs (central processing units) along with memory and programmable input/output peripherals. The built-in application scenarios in our ADC chips standardize the protocol’s application layer, therefore, our connectivity products facilitate traditional companies’ upgrading and transition into an IoT ecosystem with less technical effort required. For antenna products, after several years of studying and relying on the

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accumulation of basic materials and RF technology, we have developed various quality IoT terminal antenna products, which are widely used in IoT modules, smart home terminal equipment, electric bicycle control boxes and other fields. In addition, we have layout in various wireless terminal fields such as mobile phone antenna, notebook computer antenna, Beidou navigation terminal antenna, automotive electronic product antenna and wearable product antenna, which provide customers with customized and high value-added antenna products.

Revenue from connectivity products accounted for 63.9% of our total revenue for the year ended June 30, 2021, as compared to 66.1% for the year ended June 30, 2020. Revenue from connectivity products increased by $8,980,453, or 42.7%, to $30,020,689 for the year ended June 30, 2021 from $21,040,236 for the year ended June 30, 2020. Such increase was primarily due to the continued growing demand for our antenna products and ADC chips and modules. In 2020, due to the alleviation of the Covid-19 pandemic in China, the demand for customer electronic devices largely increased which in return increased the demand for our connectivity products. The demand was also boosted by the insufficient production capacity of our oversea competitors.

In the field of vehicle networking, we provide controllers (also known as “centralized control boxes”) and locators for electric bicycles and motorcycles, as well as development and access services for cloud platforms, apps and shared operating systems. Revenue from internet of vehicles products accounted for 26.9% of our total revenue for the year ended June 30, 2021, as compared to 28.7% for the year ended June 30, 2020. For the year ended June 30, 2021, revenue from internet of vehicles products amounted to $12,643,221, representing an increase of 3,523,346, or 38.6%, from $9,119,875 for the year ended June 30, 2020. Such increase was primarily due to the continued growing demand for our controllers and locators products.

Other products include our smart home products and IoT projects construction, which are composed of eight categories: gateway, control, lighting, HVAC, whole house customization, sensing, audio and voice interaction. Our products have built-in ADC decentralized communication protocol module, which is good-looking, simple and elegant in appearance, simple in installation, personalized in setting, interconnected between devices, and they can easily complete the intelligent linkage of the whole house and create a more comfortable and well-designed intelligent life experience for users. Revenue from smart home products accounted for 9.2% of our total revenue for the year ended June 30, 2021, as compared to 5.3% for the year ended June 30, 2020. Revenue from smart home products amounted to $4,313,440 for the year ended June 30, 2021, representing an increase of $2,639,830, or 157.7%, from $1,673,610 for the year ended June 30, 2020. Such increase was primarily due to the breakthrough of our development progress of smart home products. We generated revenue of approximately $1.03 million from one development contract for our customer signed in 2021.

Cost of revenues

The following table presents cost of revenues by segments for the years ended June 30, 2021 and 2020, respectively.

	For the years ended
	June 30, 2021			June 30, 2020
Cost of revenues
Connectivity products	$	21,602,122		$	14,574,095
Internet of vehicles products		8,364,302			6,747,862
Other products		1,985,851			648,612
Total	$	31,952,275		$	21,970,569
Gross profits
Connectivity products	$	8,418,567		$	6,466,141
Internet of vehicles products		4,278,919			2,372,013
Other products		2,327,589			1,024,998
Total	$	15,025,075		$	9,863,152
Gross margin
Connectivity products		28.0	%		30.7	%
Internet of vehicles products		33.8	%		26.0	%
Other products		54.0	%		61.2	%
Total		32.0	%		31.0	%

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Cost of revenues increased by $9,981,706million or 45.4%, to $31,952,275 for the years ended June 30, 2021 from $21,970,569 for the year ended June 30, 2020. The increase in total cost of sales is in line with our increased revenue. Our gross profits increased by $5,161,923, or 52.3%, to $15,025,075 for the year ended June 30, 2021 from $9,863,152 for the year ended June 30, 2020. Overall gross profit margin was 32.0% for the year ended June 30, 2021, as compared to 31.0% for the year ended June30, 2020. The increase in gross profit margin was mainly from our internet of vehicles products.

The gross profit margin of our internet of vehicles products increased 7.8% to 33.8% for the year ended June30, 2021, from 26.0% for the year ended June30, 2020. The increase in gross profit margin of our internet of vehicles products was primarily attributed to the company’s effort to control our manufacturing cost. The gross profit margin of our smart home products and IoT projects decreased 7.3% to 54.0% for the year ended June30, 2021, from 61.2% for the year ended June30, 2020. The decrease was primarily attributed to the increased labor cost and other expenses for our projects. In addition, the gross profit margin of our connectivity products decreased 2.7% to 28.0% for the year ended June 30, 2021, from 30.7% for the year ended June30, 2020. The decrease was mainly due to the supply shortage and increase price of chips around the globe caused by the Covid-19 pandemic at the beginning of 2021.

Selling and marketing expenses

Our selling and marketing expenses consist primarily of remuneration for staff involved in selling and marketing efforts, advertising cost, depreciation, travel and leasing expenses. Our selling and marketing expenses increased by $520,689, or 53.8%, to $1,488,889 for the year ended June 30, 2021 from $968,200 for the year ended June 30, 2020. Such increase was primarily due to the increased marketing costs, which were mainly caused by our efforts to boost the revenue for the year ended June 30, 2021. As a percentage of revenue, selling and marketing expenses increased to 3.2% for the year ended June 30, 2021 from 3.0% for the year ended June 30, 2020.

General and administrative expenses

Our general and administrative expenses consist primarily of employee remuneration, professional fees, insurance, benefits, office leases, general office expenses and depreciation. Our general and administrative expenses increased by $690,638, or 35.1%, to $2,657,118 for the year ended June 30, 2021 from $1,966,480 for the year ended June 30, 2020. Such increase was due to the increasing costs for supporting our expanding business and the increased compliance costs during our initial public offering period. As a percentage of revenue, general and administrative expenses decreased to 5.7% for the year ended June 30, 2021 from 6.2% for the year ended June 30, 2020.

Research and development expenses

Our research and development expenses increased by $1,055,210 to $4,637,801 for the year ended June 30, 2021 from $3,582,591 for the year ended June 30, 2020. The increase was due to our continuous investment in the purchase of research and development equipment and materials, including those for our IoT networking scheme design and our research on core aspects of radio frequency, signal processing, low-power power management, chip design, underlying algorithm, artificial intelligence, machine learning and cloud computing and others. As a percentage of revenue, Research and development expenses decreased to 9.9% for the year ended June 30, 2021 from 11.3% for the year ended June 30, 2020.

Income from operations

As a result of the foregoing, we recorded income from operations of $6,241,267 for the year ended June 30, 2021, representing an increase of $2,895,386, or 86.5%, compared to $3,345,881 for the year ended June 30, 2020.

Income tax expenses

We recorded income tax expenses of $563,329 for the year ended June 30, 2021, representing an increase of $252,441 as compared to $310,888 for the year ended June 30, 2020. The increase in the income tax expense mainly resulted from the increase of our income before income taxes from our PRC subsidiaries.

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Net income

As a result of the cumulative effect of the factors described above, our net income increased by $2,018,415, or 48.5%, to $6,184,214 for the year ended June 30, 2021 from $4,165,799 for the year ended June 30, 2020.

Liquidity and Capital Resources

Our primary sources of liquidity consist of existing cash balances, cash flows from our operating activities and availability under our loan arrangements with banks and certain third-party individuals. Our ability to generate sufficient cash flows from our operating activities is primarily dependent on our revenues from the customers at margins sufficient to cover fixed and variable expenses.

As of June 30, 2021 and 2020, we had cash, cash equivalents and restricted cash of $5,947,721 and $6,986,201, respectively, and short-term investments of $773,982 and $505,262. We believe that our current cash, cash equivalents and restricted cash, short-term investments, cash to be generated from our operations and access to funds under our loan arrangements with banks will be sufficient to meet our working capital needs for at least the next twelve months.

We finance our operations through short-term loans provided by a syndicate of banks in China, as listed in Note 11 Short-term Borrowings of our consolidated financial statements. As of June 30, 2021, we had a total of 2 outstanding short-term loans provided by banks, with an aggregate principal amount of RMB 18,100,000, or approximately $2.8million. As of June30, 2020, we had a total of 6 outstanding short-term loans provided by banks, with an aggregate principal amount of RMB 18,651,009, or approximately $2.6 million. Each of these loans has a term of six months to one year and, pursuant to our agreements with these banks, all of the loans can be renewed and funds can be accessed immediately when the outstanding principal and interest are repaid in full. All of these loans have a fixed interest rate.

We do not have any amounts committed to be provided by our related parties. We are not dependent upon this Offering to meet our liquidity needs for the next twelve months. However, we plan to expand our business by investing in new technologies either through acquisition or research and development and construction of facilities and purchase of equipment for production of new products. We will need to raise more capital through financing, including our initial public offering, to implement these growth strategies and strengthen our position in the market.

Substantially all of our operations are conducted in China and a majority portion of our revenues, expense, cash, cash equivalents and restricted cash, restricted cash, and short-term investments are denominated in RMB. RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into U.S. dollars.

For the Fiscal Years Ended June 30, 2021 and 2020

	For the years ended June 30,
	2021			2020
Net cash provided by operating activities	$	4,083,189		$	3,201,611
Net cash used in investing activities		(2,942,216	)		(338,672	)
Net cash provided by (used in) financing activities		(2,808,912	)		405,927
Effect of foreign currency translation		629,459			(134,602	)
Net increase in cash, cash equivalents and restricted cash	$	(1,038,480	)	$	3,134,264
Cash, cash equivalents and restricted cash at beginning of the period		6,986,201			3,851,937
Cash, cash equivalents and restricted cash at end of the period	$	5,947,721		$	6,986,201

Operating Activities:

Net cash provided by operating activities for the year ended June 30, 2021 was $4,083,189, which was primarily attributable to a net profit of $6,184,214, adjusted for non-cash items of $1,316,870 and adjustments for changes in working capital of $(3,417,895). The adjustments for changes in working capital mainly included:

(i)     increase in notes receivable of $204,004 — notes receivable consist of irrevocable letters of credit provided by the Company’s international customers to pay their payable balances to the Company;

(ii)    increase in accounts receivable of $3,239,895 — our accounts receivable increased due to rapidly increased sale volume generated for the year ended June30, 2021;

(iii)   increase in inventory of $786,956 — our inventory increased significantly due to increased raw material inventory we held in our warehouse as of June30, 2021 resulting from increase in sales volume;

(iv)   increase in accounts payable of $1,355,517 due to the payment to our suppliers.

Net cash provided by operating activities for the year ended June 30, 2020 was $3,201,611, which was primarily attributable to a net profit of $4,165,799, adjusted for non-cash items of $707,182 and adjustments for changes in working capital of $(1,671,370). The adjustments for changes in working capital mainly included:

(i)     increase in accounts receivable of $643,432 — our accounts receivable increased due to rapidly increased sale volume generated for the year ended June30, 2020;

(ii)    decrease in inventory of $77,846 — our inventory increased significantly due to decreased raw material inventory we held in our warehouse as of June30, 2020 resulting from the improvement of our inventory management system;

(iii)   increase in advances to suppliers of $849,653 — from time to time we are required to make advance payments to our suppliers for purchase of raw materials. Due to increased raw material purchases as a result of increased sales for the year ended June30, 2020, we made higher advance payments to our suppliers;

(iv)   increase in advances from customers of $1,161,797 mainly from two subsidiaries of us for accepting new sales orders;

(v)    decrease in other payables and current liabilities of $995,936 due to repayment of our borrowings from third parties.

Investing Activities:

Net cash used in investing activities was $2,942,216 for the year ended June 30, 2021, which was primarily attributable to purchase of property, plant and equipment of $1,308,434 for production needs and management needs, purchase of intangible assets of $38,000, and net loan receivable we lent to third parties of $1,635,345, partially offset by proceeds from disposal of property, plant and equipment of $39,563.

Net cash used in investing activities was $338,672 for the year ended June 30, 2020, which was primarily attributable to purchase of property, plant and equipment of $566,308 for production needs, net proceeds from loan receivable we collected from third parties of $301,043, and long-term investment of $73,407.

Financing Activities:

Net cash used in financing activities was $2,808,912 for the year ended June 30, 2021, which was primarily attributable to distribution to shareholders of $2,207,472, and net amount lend to related parties of $764,593, partially offset by net proceeds from bank loans of $158,518, and proceeds from shareholders’ investment of $4,635.

Net cash provided by financing activities was $405,927 for the year ended June 30, 2020, which was primarily attributable to the net proceeds from bank loans of approximately $1,452,877, and proceeds from shareholders’ investment of $59,746, partially offset by net amount lend to related parties of $1,106,696.

Capital Expenditures

Our capital expenditures consist primarily of expenditures for the purchase of fixed assets as a result of our business expansion in China mainland and overseas markets, and the construction and launch of, and the continuous investment in our manufacturing facilities. Our capital expenditures amounted to approximately $2.95 million and $0.34 million for the year ended June 30, 2021 and 2020, respectively.

Contractual Obligations

There were no significant contractual obligations and commercial commitments, other than our bank borrowings as disclosed in Credit Facility section as of June 30, 2021 and 2020.

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Off-balance Sheet Commitments and Arrangements

There were no off-balance sheet arrangements for the years ended June 30, 2021 and 2020 that have or that in the opinion of management are likely to have, a current or future material effect on our consolidated financial condition or results of operations.

Impact of Inflation

We do not believe the impact of inflation on our Company is material. Our operations are in China and China’s inflation rates have been relatively stable in the last two years: 2.5% for 2021 and 2.1% for 2020, respectively.

Holding Company Structure

Wuxin Holding is a holding company with no material operations of its own. We conduct our operations primarily through Wuxin Technology and its subsidiaries in China. As a result, our ability to pay dividends and to finance any debt we may incur depends upon dividends paid by our subsidiaries. Our PRC subsidiaries may purchase foreign exchange from relevant banks and make distributions to offshore companies after completing relevant foreign exchange registration with the SAFE. Our offshore companies may inject capital into or provide loans to our PRC subsidiaries through capital contributions or foreign debts, subject to applicable PRC regulations. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our PRC subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.

Under PRC law, each of our affiliates in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reached 50% of its registered capital, after which any mandatory appropriation stops. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation of the companies. The reserved amounts as determined pursuant to PRC statutory laws totaled $1,321,818 and $785,020 as of June 30, 2021 and 2020, respectively.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied. The accompanying consolidated financial statements include the financial statements of Wuxin Technology Holdings, Inc. and its subsidiaries. All inter-company balances and transactions have been eliminated upon consolidation.

Use of Estimates

In preparing the consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the years ended June30, 2021 and 2020. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the

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valuation of accounts receivable and inventories, useful lives of property, plant and equipment, and intangible assets, the recoverability of long-lived assets, and provisions necessary for contingent liabilities. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of cash and deposits with financial institutions which are unrestricted as to withdrawal and use. Cash equivalents consist of highly liquid investments that are readily convertible to cash generally with original maturities of three months or less when purchased.

Inventories

Inventories are stated at the lower of cost or net realizable value. The cost of raw materials inventories is calculated using the weighted-average method. the cost of work in progress and finished goods in transit consists of the costs associated with manufacturing, assembling and testing its products, related overhead costs, maintenance, compensation, freight and other costs related to manufacturing support, including the depreciation of tooling assets. The work-in-progress and finished goods in transit have direct and allocated manufacturing costs based on the actual costing method. The work-in-progress and finished goods in transit are stated at the lower of the cost or net realizable value.

The Company periodically assesses the recoverability of all inventories to determine whether adjustments are required to record inventories at the lower of cost or net realizable value. Inventories that the Company determines to be obsolete or in excess of forecasted usage are reduced to its estimated realizable value based on assumptions about future demand and market conditions. If actual demand is lower than the forecasted demand, additional inventory write-downs may be required. The write-downs recognized of inventories were Nil and Nil for the years ended June 30, 2021 and 2020, respectively.

Fair Value Measurement

Fair Value Measurements and Disclosures requires disclosure of the fair value of financial instruments held by the Company. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•        Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

•        Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•        Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

For the Company’s financial instruments, including cash and cash equivalents, restricted cash, short-term investments, accounts receivable, notes receivable, loan receivable, amounts due from and due to related parties, other receivables, accounts payable, advance from customers, other current liabilities, notes payable, and short-term borrowing, and the carrying amounts approximate their fair values due to their short maturities as of June 30, 2021 and 2020.

Revenue Recognition

The Company generates its revenues mainly from sales of connectivity products, Internet of vehicles products, and smart home products to third-party customers. The Company follows Financial Accounting Standards Board (FASB) ASC 606 and accounting standards updates (“ASU”) 2014-09 for revenue recognition. On July 1, 2019, the Company has early adopted ASU 2014-09, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

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The Company considers sales orders and service agreements, which in some cases are governed by master agreements, to be the contracts with a customer. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products or services, each of which is distinct, to be the identified performance obligations.

In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company offers customer warranty of six months to one year for defective products that is beyond contemplated defective rate mutually agreed in contract with customers. The Company analyzed historical refund claims for defective products and concluded that they have been immaterial.

Revenues are reported net of all value added taxes. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on their relative standalone selling price.

Revenue from sales orders is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied at a point in time), which typically occurs at delivery. For international sales, the Company sells its products primarily under the free onboard (“FOB”) shipping point term. For sales under the FOB shipping point term, the Company recognizes revenues when products are delivered from Company to the designated shipping point. Prices are determined based on negotiations with the Company’s customers and are not subject to adjustment.

Revenues from service agreements are recognized at a point in time once the service is transferred to the customer. For service arrangements that include multiple performance obligations, revenues are allocated to each performance obligation based on its standalone selling price. The Company allocates arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all deliverables based on the relative selling price method.

Research and Development Costs

Research and development activities are directed toward the development of new products as well as improvements in existing processes. These costs, which primarily include salaries, contract services and supplies, are expensed as incurred.

Recent Accounting Pronouncements

The Jumpstart Our Business Startups Act (“JOBS Act”) provides that an emerging growth company (“EGC”) as defined therein can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has adopted the extended transition period.

In February 2016, the FASB issued ASU No. 2016-02, Leases, or ASU 2016-02, which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, or ASU 2018-10, to supersede ASU 2016-02. In addition, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, that provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic ASC 840, Leases). In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which amended the effective date of Topic 842, Leases. ASC 842 is now effective for private companies and nonprofit organizations annual reporting periods beginning after December 15, 2021. This was done to provide these organizations with accounting relief during the COVID-19 global pandemic. The amendments in these ASUs are effective for the Company’s fiscal years, and interim periods within those fiscal years beginning July 1, 2022. The Company does not plan to early adopt the new lease standards and the Company expects that applying the ASU 2016-02 would materially increase its assets and liabilities due to the recognition of right-of-use assets and lease liabilities on its consolidated balance sheets, with an immaterial impact on its consolidated statements of comprehensive loss and cash flows.

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In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13. This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. This ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of the Company’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, which clarifies that receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases (“ASC 842”) instead of ASC Subtopic 326-20. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which amended the effective date of ASU 2016-13. The amendments in these ASUs are effective for the Company’s fiscal years, and interim periods within those fiscal years beginning July 1, 2022. Early adoption is permitted. The Company does not expect to early adopt this guidance and is in the process of evaluating the impact of adoption of this guidance on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes. This standard removes certain exceptions related to the approach for intra period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also amends other aspects of the guidance to help simplify and promote consistent application of GAAP. The amendments in these ASUs are effective for the Company’s fiscal years, and interim periods within those fiscal years beginning July 1, 2022. The Company does not expect to early adopt this guidance and is in the process of evaluating the impact of adoption of this guidance on the Company’s consolidated financial statements.

The Company does not believe other recently issued but not yet effective accounting statements, if recently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of comprehensive income (loss) and statements of cash flows.

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Industry

The Global IoT Market

Since the concept of ‘Smart Planet’ was put forward in 2018, the IoT has become a new generation of information technology. The IoT market is growing rapidly, IDC (International Data Corporation) data shows that the global IoT market size reached $742 billion in 2020 and is expected to exceed $1.1 trillion by 2024, with a CAGR of 10.67% during the period from 2019 to 2024.

Global IoT market size (units: Billion)

Source: International Data Corporation

The IoT Market in China

Driven by the strategic plans of “Made in China 2025” and “Internet plus Double Innovation” enacted by the PRC government to reduce China’s dependence on foreign technology and promote Chinese technological manufacturers in the global marketplace, the Chinese IoT market is currently booming. According to “China Internet Development Report (2021)” issued by the Internet Society of China, the market size of China’s IoT industry exceeded 1.7 trillion yuan in 2020, and it is expected to exceed 2.12 trillion yuan by 2022.

China’s IoT market size (100 million Yuan)

Source: The Internet Society of China

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Drivers of IoT Industry

1. Technology

IoT is a technology-driven industry. The upgrading and integration of the following technologies will directly promote the development of the IoT market.

(1) Connection and networking technology

Connection and communication technology are the keys to promoting IoT development. As communication network technologies, such as LAN, low-power WAN, and 5G (5th-generation mobile networks), are accelerating in commercialization, the IoT network infrastructure has been rapidly improved, and the interconnection efficiency has been continuously improved, contributing to developing new downstream application scenarios.

ADC protocol is one of the few IoT communication protocols that are wireless, decentralized, and ad hoc worldwide. It made a breakthrough on the conventional IoT protocol structure with central control. ADC decentralized communication protocol completely solves the issues of high threshold, difficult launching, and high cost of smart homes and IoT technologies. Relying on the link of ADC decentralized protocol, smart products with different functions and brands can be integrated into one platform to form a complete, reliable, economical, and effective IoT system. At present, the ADC agreement has been recognized by more and more brands and consumers.

5G is the fifth-generation mobile communication technology, and it is also an extension of the existing wireless access technologies such as 2G, 3G, 4G, and Wi-Fi. As the latest generation of mobile communication technology, 5G relies on brand-new network architecture and has the advantages of high speed, low delay, high reliability, and large bandwidth. The application of 5G technology in the IoT industry refers to the core transmission technology of the IoT transport layer, which further transmits and exchanges the object information collected by the sensing layer, to realize the interconnection between people and things, things and things. The large-scale commercialization of 5G brings new market opportunities.

(2) Cloud computing

Cloud computing is a virtual computer resource pool, which meets the needs of massive information processing and low-cost, universal, and intelligent applications. Cloud computing and the IoT complement each other. Cloud computing enhances the IoT data analysis and processing capabilities, enables the real-time dynamic management of trillions of items. Cloud computing has elevated the performance of the IoT in terms of utilization rate and application in more extensive fields. It taps the IoT potential.

(3) Artificial intelligence + IoT (AIOT)

Intelligence is a key feature of the IoT. Artificial intelligence, as a technical science that simulates, extends, and expands human intelligence, significantly adds to the intelligence level of the IoT. Artificial intelligence technology can be broken into deep learning, computer vision, natural language processing, and intelligent robots, and it can be embedded into multiple application scenarios of the IoT. Among these, natural language processing and deep learning are applied rapidly in the IoT.

As a key part of the IoT, natural language processing contains semantic comprehension, machine translation, speech recognition, speech synthesis, etc. The IoT needs to understand and control the information generated by various devices and express it in a controlled way to the devices. In this process, semantic comprehension improves the efficiency of information interaction and realizes intelligent operation. At present, semantic comprehension-based artificial intelligence platforms have been gradually introduced in the market, like Siri of Apple, Xiao Bing and Xiao Na of Microsoft, Xiao Ai of Xiaomi, etc. These platforms realize semantic comprehension and intercommunication of IoT devices and their generated information through friendly HMIs such as voices and highlight the data comprehension and application for the future IoT.

In addition to the natural language processing technology based on semantic comprehension, deep learning is another critical artificial intelligence technology for IoT intelligence. Deep learning is machine learning on data representation, which has been applied in the fields of Network of Vehicles and intelligent logistics. Taking the Internet of Vehicles as an example, judging complex traffic situations by image processing is vital; considering the data complexity, the introduction of deep learning technology can realize intelligent responses to complex road conditions. The growing data volume for training also improves the performance of deep learning and enhances the intelligent processing capacity.

Artificial intelligence technology is gradually used in the IoT, aiming to realize a mutual integration. The technology can also contain more IoT application scenarios, indicating a huge enabling potential to be tapped. “Artificial intelligence + IoT” has become an important trend in future IoT development.

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2. Social intelligence needs

Under the context of rapid technical iteration, the demand for IoT technology in conventional industrial upgrading and transformation is gradually increased. Taking industry and agriculture as examples, RFID, MEMS sensors, NB-IoT, and other technologies can be used to detect temperature, humidity, pressure, heat energy, etc. on production lines, and carry out intelligent diagnosis and analysis, to realize intelligent monitoring and maintenance of equipment status, product quality, production process, and other aspects. In agriculture, data such as soil temperature, air humidity, and light intensity can be collected through sensors, and the collected data can be further transmitted to the cloud for analysis and processing, to accurately and intelligently manage crops; data of animal products can be collected through wearable devices, cameras, etc., and deep learning algorithms can be used to predict and judge product conditions for accurate and intelligent management. Conventional industries such as industry and agriculture urgently need IoT technology for intelligent upgrading and transformation, and the demands from conventional industries will further boost the IoT industry.

Urban modernization requires more efficient public services to facilitate city management. Since IoT technology can significantly aid public services, the demand for IoT technology will continue to rise as urban modernization develops. If we take a look at the transportation industry, smart traffic lights are a concrete application of the IoT technology; through infrared sensing, RFID, and other technologies, pedestrians, vehicles, and road situations are detected in real-time, and the detected information will be sent back to the control system for calculation and analysis, to control the red and green lights based on the actual situations, and respond to unexpected situations timely; as a result, the traffic jams can be significantly reduced and solved. The IoT technology supports intelligent upgrading in public services such as transportation, security, fire protection, and administration. Public services will increasingly rely on the boosting power of the IoT technology in its intelligent upgrading, offering a growing space for the development of the IoT technologies.

3. Creating the industrial chain

The upstream and downstream of the IoT industry chain involve many players and technologies. It has gradually become an industry trend to stimulate the vitality of the upstream and downstream players by integrating the resources of the whole industrial system. In recent years, several IoT industry alliances emerged, such as Thread Group, AIOTI (Alliance for IoT Innovation), CSA (Connectivity Standards Alliance), etc. They are mainly enterprise-based, and coordinate industries, schools, and scientific research institutions to give full play to their respective advantages. By fully combining information and technical resources, they manage to form an advanced system that integrates R&D and production and is comprehensively advantageous.

Industry alliances can also provide product supply-demand information for member enterprises by establishing business information platforms that collect market opportunities, and services for interactive information exchanging and online trading for buyers and suppliers. When it comes to the financing issues of IoT enterprises, industrial alliances can connect with various financing institutions, introduce various capitals and intermediaries to provide financing services such as equity and creditor’s rights for alliance members, as well as to provide financial assistance or angel investment for R&D projects, and supply chain financial services. The rise of industrial alliances shows that the IoT is gradually developing toward integrating industrial chain resources. In the future, the cooperation between upstream and downstream players throughout the industrial chain will be closed, and the industrial system of the IoT will be improved.

4. National strategic layout

From an international perspective, layout in the IoT industry is a strategic move. Countries have released policies to seize the development opportunities of the new round of IoT industry. The SMART IoT Act of the United States, the Action 14 of the European Union, the i-Japan Strategy of Japan, the u-Korea strategy of South Korea, and the Next Generation I-Hub plan of Singapore all regard the IoT as an important strategic goal for the current development.

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Given the domestic situation, in 2010, the IoT was firstly included in the government work report. In recent years, the relevant laws and regulations issued by the government have continuously strengthened the guidance and support for the development of the IoT industry, which is mainly reflected in promoting the upgrading and progress of industry technology, optimizing the allocation of industrial resources, enhancing the government’s fiscal and tax support, aiding enterprises. Among them, the Three-Year Action Plan for New Infrastructure Construction of IoT (2021-2023) issued by the Ministry of Industry and Information Technology of China in 2021 clearly states that China’s IoT industry aims to make breakthroughs in core technologies, and innovation chains will be systematically deployed via “cloud, management, and terminal”, and around the key links of the industrial chain such as information perception, information transmission, and information processing; backbone enterprises are encouraged and supported to tackle key technological issues, improve on key common technologies such as intelligent sensing, new short-range communication, and high-precision positioning, to overcome our shortcomings in fields such as high-end sensors and IoT chips, and further improve the supply capacity of high-performance and universal IoT sensing terminals. It has pointed out the direction for the development of China’s IoT industry in the next few years.

Segment Markets

1. IoT protocols

IoT protocol refers to the underlying IoT communication technology, which is the mutual rules and conventions for completing communications or services between entities. Communication protocols include wireless transmission and wired transmission technologies. Wireless transmission protocol has already become the main trend of the IoT industry; it is composed of two categories differentiated by transmission distance: 1. local area network (LAN) communication technology, a short-distance transmission technology represented by ADC protocol, Zigbee, Wi-Fi, Bluetooth, etc.; 2. wide-area network (WAN) communication technology, which can be sub-divided into technologies working on the unauthorized spectrum (e.g., LoRa and Sigfox) and authorized spectrum respectively (e.g., 2G/3G/4G/5G cellular communications supported by 3GPP, eMTC, NB-IoT).

Meanwhile, Wi-Fi, Bluetooth, and Zigbee are based on 2.4 GHz band technology, which generally has no application layer and relies on central control. In an era filled with wireless devices, the channel can get crammed, and the mutual interference is intensified. In the future, wireless IoT protocols with decentralized, ad hoc networks and standard application layers will be promoted rapidly.

In 2016, Wuxin officially launched the ADC IoT communication protocol, which we believe is China’s first IoT protocol with completely independent intellectual property rights. ADC protocol made a breakthrough on the traditional protocol architecture with central control. Products adopting ADC protocol feature lower cost, higher reliability, longer transmission distance, and faster deployment. ADC protocol also standardizes protocol stack and application layer, which lowers the technical threshold for vertical industrial segments to transit into IoT.

2. Chips and modules

The IoT products require corresponding chips, such as sensor chips, protocol chips, etc. Chips are the central part in the upper stream of the IoT industry. Leading chip manufactures have technical and cost advantages for high-end chips, and the high-end chip market is highly concentrated.

Although Chinese chip manufacturers, led by Huawei HiSilicon and ZTE Sanechips, have seized the development opportunities in the field of NB-IoT chips, overseas giants such as Qualcomm, MediaTek, and Broadcom are still the main suppliers in the entire industrial system of IoT chips.

Modules refer to a standard interface with complete functions that composes various functional chips, memory, power supply circuits, and other necessary components. The core function of the module is to let various terminals realize various functions. Basically, every smart product connected to the Internet of Things needs to be equipped with a certain number of modules. Modules have become an irreplaceable core component of the Internet of Things industry and an important part of the development of the Internet of Things.

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The architecture of modules includes functional interfaces, main functional modules, antenna interfaces, etc., which can generally be increased or decreased accordingly. Among them, the antenna is the middleware for transmitting and receiving signals, and the performance of the antenna directly affects the quality of communication. Internationally well-known manufactures engaged in the terminal antenna business mainly include Laird, Pulse, Molex, Skycross, and Galtronics. China’s terminal antenna brands are also relatively competitive. The main local manufacturers include Xinwei Communication, Luxshare Precision, and SPEED.

Communication modules are mostly classified per the IoT communication technologies adopted. ADC, Wi-Fi, Bluetooth, and Zigbee suit LAN technologies, while eMTC, NB-IoT, LoRa, Sigfox are born for WAN technologies. Though overseas manufacturers, like Telit and Sierra Wireless, are dominating the wireless module market, Chinese players are catching up, led by Huawei, ZTE, USI, Quectel, SIMCom, China Mobile IoT, MXCHIP, and Lierda.

Wuxin Technology launched the ADC protocol module in 2017 and transited the ADC protocol into chips in 2020, which we believe made us the first IoT chip creator with built-in application scenarios in the Chinese IoT industry.

The IoT market is growing rapidly and has a huge volume. According to GSMA (Global System for Mobile Communications Assembly), the number of global IoT device connections is expected to grow at a CAGR of 15.66% from 2018-2025 and is expected to reach 25.2 billion units in 2025. Typically, each additional number of IoT connections will add 1 to 2 modules. From the perspective of the industry chain, modules are in the upper and middle reaches of the Internet of Things industry. Wireless module manufacturers integrate chips and other electronic components to enable modules to have networking and communication functions and then deliver them to downstream end customers for use. The increase in the number of Internet of Things connections brings the demand for chips, modules, and antennas in the IoT industry.

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Global connected IoT devices (units:100 million)

Source from: GSMA

3. Cloud platforms

Wuxin develops cloud platforms in the fields of smart homes, smart buildings, smart communities, smart cities, and the Internet of Vehicles, helping enterprises or manufacturers to connect users, and at the same time through machine learning, data mining technologies providing customers with value-added services to increase user stickiness.

IoT cloud platform is the foundation of IoT applications and value-added services and has huge potential value. As the scale of the IoT grows, its application scenarios are enriched. More and more enterprises begin to improve the management efficiency of massive IoT terminals and accelerate IoT business innovation through the IoT platforms. According to CIC statistics, the global IoT PaaS market in 2019 was about USD 72.2 billion. It is estimated that from 2019 to 2024, the entire IoT PaaS market will grow rapidly at a compound annual growth rate of 18.9%, and the scale will reach USD 171.7 billion. In terms of SaaS, according to IDC data, the global expenditure on IoT software has accumulated USD 129.2 billion in 2019. It is estimated that the market size of IoT software services will grow to USD 237 billion in 2024, and the CAGR will be approximately 12.9% from 2019 to 2024.

Global Internet of Things PaaS market size forecast (USD billion)

Source from: CIC

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Global Internet of Things SaaS market size forecast (USD billion)

source: IDC

4. Smart homes

Our smart home products are composed of eight categories: gateway, control, lighting, HVAC, whole house customization, sensing, audio and voice interaction.

As the technologies develop and products upgrade, the application of IoT has changed from horizontal to vertical development. The scale expansion and intensified driving force of core applications have become the trend, the energy of the demand-side market has gradually emerged. At present, the demand side is dominated by the consumer application market, featuring increasing product shipments and enlarging market scale. Smart home, as the first industry in the market of large-scale application, has comprehensively utilized IoT, cloud computing, edge computing, artificial intelligence, and other technologies, so that household equipment is enabled centralized management, remote control, interconnection, autonomous learning, etc., and home appliance control, environmental monitoring, audio-visual entertainment, information management are organically combined into home life, creating a safer, more convenient, comfortable, energy-saving and intelligent home environment. For now, smart home products mainly include smart home appliances, smart home security, smart home entertainment, smart connection control equipment, and smart light-sensing equipment. The categories of smart home equipment will be constantly enriched as the industry develops, indicating a broad market.

According to the latest research report 2021 Global Smart Home Forecast released by Strategy Analytics, after being negatively affected by the COVID-19 pandemic in 2020, global consumers’ spending on smart home solutions will increase by 44% to USD 123 billion in 2021. Consumers just delayed instead of abandoning the purchasing plans for smart home products, and 30 million new families will pay for smart systems in 2021. By 2025, the smart home market will continue to grow to USD 173 billion, when nearly 20% of global families will have at least one piece of smart home product in use.

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Global spending on smart home solutions (USD billion)

Source: Strategy Analytics

5. Smart cities

We have been involved in many application scenarios in the field of smart city, such as shared bike management, smart community, smart parking, smart lighting, etc.

A smart city uses information and communication technology to sense, analyze and integrate the key information of the core system of urban operation, to intelligently respond to various needs including people’s livelihood, environmental protection, public safety, urban services, industrial and commercial activities, and improve the efficiency of urban fine management. According to IDC data, Singapore continued to maintain its leading position in smart city investment in 2020, while London surpassed Tokyo and New York to become the second-largest investment city. Regionally, in 2020, the combined market size of the United States, Western Europe, and China continued to account for more than 70% of the global market; among them, Western Europe and China were the two fastest-growing regions. When it comes to cities in mainland China, Beijing, Shanghai, Shenzhen, and Guangzhou still accounted for the largest portion of input in smart cities in 2020. The investment for smart city technology is closely related to the city’s GDP and government budgets. The expenditure of first-tier cities will continue to lead in developing smart city technologies. IDC predicts that the investment in smart city technologies will hit USD 189.46 billion in 2023 globally, including USD 38.92 billion from China (about RMB 267.797 billion).

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Global smart city market share in 2020

Source from: IDC

6. Internet of vehicles

In the field of Internet of Vehicles, we provide controllers (also known as “centralized control boxes”) and locators for electric bicycles and motorcycles, as well as development and access services for cloud platforms, apps, and shared operating systems.

At the front end of large-scale industrial IoT applications, the Internet of Vehicles was launched and developed. Shared bicycles are the subjects of IoT application in the field of intelligent transportation, and they also fill the gap of urban short-distance transportation to a certain extent. The new generation of information and communication technology have enabled a new type of operation in-vehicle and transportation services via the on-board equipment adopting wireless communication technologies, through effectively utilizing all the dynamic information of the vehicle on the information network platform to provide different functions in using the vehicles and improve the intelligent level of the vehicles. According to iiMedia Research, the cumulative scale of shared electric bicycles in China reached 2.5 million in 2020; in the next few years, users’ demand for shared electric bicycles will be further stimulated as major

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platforms steadily push forward the input plan in shared electric bicycles; especially in third-and fourth-tier cities, where the penetration rate will maintain rapid growth. It is estimated that more than 8 million shared electric bicycles will be on the road in 2025, indicating a prospective market.

The market size of Shared electric bicycles in China (Ten thousand)

Source from: iiMedia 艾媒咨询

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OUR HISTORY AND CORPORATE STRUCTURE

Wuxin Technology Holdings, Inc. is an exempted company incorporated with limited liability under the laws of the Cayman Islands on June 16, 2021. Wuxin Holding wholly owns Wuxin Hong Kong, a company incorporated under the laws of the Hong Kong S.A.R. of the PRC on July 5, 2021. Wuxin Hong Kong is the sole shareholder of WFOE, a limited liability company formed under the laws of the PRC on August 10, 2021, which owns 100% of Wuxin Technology, a company established under the laws of the PRC on May 17, 2005.

In connection with this Offering, we have undertaken a reorganization of our corporate structure (the “Reorganization”) in the following steps:

•        on June16, 2021, Wuxin Technology Holdings, Inc. was incorporated under the laws of the Cayman Islands;

•        on July5, 2021, Wuxin Technology Holding Group Limited., or Wuxin Hong Kong, was incorporated in Hong Kong as a wholly owned subsidiary of Wuxin Technology Holdings, Inc.;

•        on August10, 2021, Shenzhen Wuxin Holding Co., Ltd. was incorporated pursuant to PRC laws as a WFOE and a wholly owned subsidiary of Wuxin Hong Kong;

•        on November10, 2021, each of the shareholders of Wuxin Technology has entered into a share transfer agreement with WFOE, pursuant to which, Wuxin Hong Kong acquired 100% of the equity interest of Wuxin Technology;

•        between June 2021 and December 2021, our Company and our shareholders undertook a series of corporate actions, including share issuances in, re-designation of our ordinary shares into Class A and Class B Ordinary Shares in December 2021. See “Description of Share Capital”

Certain share issuances are related to the Reorganization and are presented on a retroactive basis to reflect the Reorganization.

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The following diagram illustrates our corporate structure:

Organizational chart

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Business

Our Mission

We are on a mission to enable and accelerate the digital transformation of Chinese and global businesses that depend on physical operations by providing IoT connectivity solutions.

Overview

We are a holding company incorporated in Cayman Islands. As a holding company with no material operation of our own, we conduct our operations through Wuxin Technology and its subsidiaries in China.

Wuxin Technology is a high-tech enterprise formed in 2005 and headquartered in Shenzhen, China. It is an integrated group company with IoT “connectivity” related products and solutions as its core business. We believe that Wuxin Technology is the pioneer of the ADC protocol. The ADC protocol is derived from the foraging principle of ants. The behavior of a single ant is relatively simple in the foraging process, but the whole ant colony presents certain intelligent behaviors; for example, the ant colony can find the shortest path to the food source in varied environments. In a system with numerous distributed nodes, each node has a high degree of autonomy and can be freely connected to form a new connection unit. Any node may become a stage center but without mandatory centralized control. The influence between nodes will form a nonlinear causal relationship throughout the network. This open, flat and equal system process or structure is called decentralization. In a system composed of numerous IoT nodes, the capacities to detect the shortest path and decentralize are essential, which is the origin of the ADC protocol. The ADC protocol is a wireless, decentralized, and ad hoc network protocol. Contrary to the traditional protocol architecture with centralized control, products adopting ADC protocol feature lower cost, higher reliability, longer transmission distance, and faster deployment. ADC protocol also standardizes the protocol stack and application layer, which is the interface between the IoT device and the network with which it will communicate and lowers the technical threshold for related industrial segments to enter the IoT ecosystem. We are committed to bringing an integrated solution for IoT cloud, IoT management, and IoT terminal which can cover the whole industry ecosystem that including cutting-edge IoT technology development, IoT product R&D and manufacturing, IoT application scenarios launching, IoT intelligent hardware marketing network, and IoT system integration solution output.

From 2005 to 2016, Wuxin Technology developed intelligent systems, software, and hardware products for smart hotels. Afterward Wuxin Technology began to independently develop the IoT protocol (the predecessor of ADC protocol) applications. After more than ten years of R&D accumulation and iteration of hundreds of projects, in 2016, Wuxin Technology launched the ADC protocol. In 2017, the ADC protocol was certified by China Electronic Product Reliability and Environmental Testing Research Institute (“CEPREI”) of the Ministry of Industry and Information Technology of China. In the same year, the ADC protocol module made a debut and was put on the market. In 2020, Wuxin Technology produced our first ADC protocol chip, which we believe made us the first IoT chip creator for built-in application scenarios in China.

Our subsidiary in China, Wuxin Technology, has seven (7) subsidiaries devoted to IoT projects launching in various fields. Wuxin Technology offers customers IoT solutions and system integration engineering services in sectors including the Internet of vehicles, smart homes, smart hotels, smart buildings, smart communities, smart agriculture, smart cities, smart health care. Wuxin Technology’s main products are ADC protocol, ADC chips and modules, antennas, smart hardware products, smart household products, cloud platforms, and so on.

In the past decade, we have realized rapid growth and made breakthroughs in different aspects of the IoT business, laying a solid foundation for our IoT ecosystem:

•        IoT protocol IP licensing:    Wuxin Technology has licensed the ADC protocol to more than 10million IoT products developed by other companies in the IoT industry since November 2021.

•        IoT smart products:    From January1, 2017 to December31, we have provided over 415million IoT communication components to customers of various smart technology companies, with an average annual shipment of no less than 60million pieces. Our customers include first-line leading companies in the industry, including ZTE Corporation and Hangzhou Hikvision Digital Technology Co., Ltd.

•        Shared electric bicycles on the Internet of Vehicles:    Wuxin Technology’s subsidiary, TBIT, has provided intelligent centralized control boxes for 5million electric bicycles during the past eight years since 2013. We believe that TBIT is in a leading position in the electric bicycles market.

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•        Intelligent automobiles:    Wuxin Technology’s subsidiary, VLG has provided automotive antennas for more than 380,000 cars from January1, 2020 to December31, 2021.

•        IoT module and chip sales:    Wuxin Technology’s subsidiary, Yitianxin, has supplied 8.59million modules to customers in the IoT industry since 2013. Since 2016, Xinsheng has provided 146million chips to customers in the IoT industry. Especially after we developed the ADC protocol in 2020, the growth of our chip sales has continued to accelerate.

•        Smart city and smart building system integration:    Wuxin Technology’s subsidiary, Zhongyitong, has undertaken forty IoT system integration projects from government agencies and large enterprises across China in the past 4 years. Zhongyitong has established a good brand reputation and network resources in Guangdong province, Guizhou province, and Hebei province in China.

Our IoT ecosystem covers the upper, middle, and lower streams of the IoT industrial chains. The upstream includes the provider of underlying technologies and products such as communication networking protocol, chips, modules, sensor technology, and PaaS. The protocols, chips, and modules work together to provide connectivity and networking solutions for IoT products. Furthermore, the protocol is the core of the chips and the modules, as it determines whether the chips and the modules can maintain a stable connection. Therefore, the protocol is crucial in the upstream of the IoT industry. Our ADC protocol, ADC protocol chips and ADC protocol modules have been successfully launched in the market, and have been well received by the upstream customers. The midstream mainly refers to the development of the application layer, including the SaaS service of the cloud platform. Our ADC protocol comes with its own application layer and application scenarios, therefore, the difficulty and cycle of product development will be greatly reduced for our smart products developer customers. Downstream includes businesses that design and implement projects for user needs, such as brand manufacturers, product manufacturers, solution companies, engineering companies, agents, and integrators. As the ADC protocol standardizes the protocol stack and application layer, it is easy to build an ecosystem when adopting our ADC protocol, therefore, our downstream customers can integrate and improve the value of their products and services at a lower cost.

We own a total asset of $35.86 million as of June30, 2021. Our total revenues for the years ended June 30, 2021 and 2020 were $46,977,350 and $31,833,721, respectively. As of June30, 2021, we have 340 full-time employees and 169 dispatch service workers. We have a strong R&D department with a total of Wuxin Technology has 142 full-time employees, counting for 41.8% of our total employees as of June30, 2021. Wuxin Technology has carried out industry-university-research collaborations with Hong Kong University of Science and Technology, Xidian University, and Hangzhou Dianzi University. We have made significant achievements in fields such as radiofrequency, signal processing, low-power power management, chip design, underlying algorithm, artificial intelligence, machine learning, and cloud computing. As of December31, 2021, Wuxin Technology and its subsidiaries owned 220 software copyrights, 163 patents, including 20 invention patents, 102 utility models, and 14 design patents. As of December31, 2021, Wuxin Technology and its subsidiaries had 25 pending patent applications, of which, 16 are invention patents, and 9 are utility models. In addition, Wuxin Technology and its subsidiaries hold 27 trademarks for the brand name “ADC”, “VLG”, “TBIT”. During the years ended June30, 2021 and 2020, our R&D expenses were $4.64 million and $3.58 million, respectively.

	For the years ended
	June 30, 2021		June 30, 2020
Revenues
Connectivity products	$	30,020,689	$	21,040,236
Internet of vehicles products		12,643,221		9,119,875
Others		4,313,440		1,673,610
Total	$	46,977,350	$	31,833,721

Wuxin Technology provided IoT products and solutions to 1,074 customers during the year ended June30, 2021. Wuxin Technology’s customers consist of smart product manufacturers, cloud platform companies, electric bicycle companies, shared bicycle operators, auto manufacturers, telecom operators, hotel groups, etc. As of June30, 2021, approximately 97% of Wuxin Technology’s customers were in China, and the rest are in countries or regions such as Vietnam, Hong Kong and South Korea etc.

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Wuxin Technology’s technology lowers the technical threshold of manufacturers, lays the foundation for the establishment of industry standards and the ecologicalization of home intelligence. By implanting ADC protocol chips into smart products, product manufacturers are able to get rid of the dependence on cloud platforms, enabling manufacturers to rely on their brand and industry position to open up the market; Wuxin Technology provides IoT solutions such as GPS positioning, in-vehicle central control system, cloud platform, and other services for the motorcycle companies, shared operators, etc. Wuxin Technology provides door locks, smart switches, lighting control, HVAC control, electric curtains, and software platform solutions for large real estate companies, hotel groups, and other customers, lowering the threshold for the industry to upgrade to the IoT, and helping customers realize a new life experience that is convenient, environmentally friendly, and energy-saving.

	June 30, 2021				June 30, 2020
Country	Revenue Amount (In USD)		As % of Revenue		Revenue Amount (In USD)		As % of Revenue
China	$	45,573,840	97.0	%	$	30,451,190	95.7	%
Other countries and regions		1,403,510	3.0	%		1,382,531	4.3	%
Total	$	46,977,350	100.0	%	$	31,833,721	100.0	%

Wuxin Technology subsidiaries

The various fields of the IoT are carried out by the seven (7) subsidiaries of Wuxin Technology, shaping a vigorous IoT ecology by integrating the industrial chain from the upper, medium to the lower reaches:

Incorporated in 2005, Shenzhen VLG Wireless Technology Co., Ltd. (“VLG”) is a high-tech company combining antenna research, development, and production. VLG provides wireless communication networking solutions for intelligent products through antenna products and ADC protocol. The main products include various terminal antennas like IoT antenna, mobile phone antenna, Beidou navigation terminal antenna, aerospace product antenna, wearable product antenna, unmanned aircraft product antenna, notebook computer antenna, Bluetooth headset antenna, wireless charger, NFC and POS machine antenna, etc, supporting ADC, GSM, WCDMA, CDMA2000, TD-SCDMA, LTE, 5G, GPS, Bluetooth, Wi-Fi and other antennas in standard frequency bands. VLG has 102 full-time employees, and 129 dispatch service workers, including 4 doctors and 22 bachelors. VLG owns a total asset of 14.6 million USD. At present, VLG has R&D centers in Shenzhen, Shanghai, Xi’an, Hangzhou, and Huizhou, and a factory in Huizhou, equipped with advanced anechoic chambers and supporting testing instruments. The production capacity of antenna products is 10 million sets per month (capacity saturation is 75%). We believe VLG is one of the competitive antenna designers and manufacturers of communication equipment in China. From January1, 2017 to December31, 2021, VLG has provided over 415million IoT communication components to customers of various smart technology companies, with an average annual shipment of no less than 60million pieces. In addition, it has provided automotive antennas for more than 380,000 cars from January1, 2020 to December31, 2021. It has passed ISO9001: 2015, ISO14001: 2004, IATF16949: 2016, GJB9001B: 2009, and BSCI certifications, and is a supplier of ZTE Corporation (SZ.000063), Hangzhou Hikvision Digital Technology Co., Ltd. (SZ.002415), and other top domestic and international players.

Shenzhen TBIT Technology Co., Ltd. (“TBIT”) was founded in 2007. TBIT is a high-tech company integrating design, R&D, production, and sales. It was honored and titled as a high-tech enterprise by Shenzhen Science and Technology Innovation Committee, Shenzhen Municipal Finance Bureau, Shenzhen Municipal Taxation Bureau of the State Administration of Taxation, and a certified dual-software enterprise (after certification of software product and software enterprise). TBIT is mainly engaged in the delivery of intelligent system solutions and core products development and production for electric bicycles, including the development of cloud platform, App, and shared economy operation systems, as well as the design and production of two-wheeled electric bicycle control boxes and locator. TBIT has 153 full-time employees, including 3 masters and 52 bachelors, and owns assets totaling a 12.47million USD. TBIT has a production base in Guangming District, Shenzhen. The production capacity is 200,000 units per month (current capacity saturation is about 60%). The company has passed ISO9001 quality certification system, China national standard 3C certification, and certification by the Testing Center for Quality of Security & Police Electronic Product under the Ministry of Public Security of P.R.C. and is thus sufficiently guaranteed in product quality and delivery capacity. TBIT takes IoT technology as the core, insists on providing customized intelligent solutions for customers, and provides a complete set of IoT application solutions for information collection, data transmission, and big data application. TBIT has provided intelligent centralized control boxes for 5million electric bicycles during the past eight years since 2013. We believe that TBIT is in a leading position in the

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electric bicycles market. The main customers include electric bicycle manufacturers: Yadea Technology Group Co., Ltd. (HK.1585), AIMA Technology Group Co., Ltd. (SH.603529), etc.; and sharing economy operators: DIDI Global (Nasdaq. DIDI), and Meituan (HK.03690), etc.

Shenzhen Yitianxin Electronics Co., Ltd. was established in 2013, mainly involved in IoT module development and IoT product solution design. Yitianxin has 13 full-time employees (7 with bachelor’s degrees) and owns total assets of 4.85 million USD. Yitianxin takes ADC protocol, Wi-Fi, Bluetooth, and other radio frequency communication chips and modules as its core, and provides customers with module development and product scheme design of multimedia control products, speech recognition products, and smart home products. Yitianxin has supplied 8.59million modules since 2013. Especially after the development of the ADC protocol in 2020, the growth of our module sales has continued to accelerate. The main customers are Midea Group Co., Ltd. (SZ.000333), Viomi Technology Co., Ltd. (Nasdaq. VIOT), and Shenzhen Nexgo Co., Ltd. (SZ.300130).

Shenzhen Xinsheng Technology Co., Ltd. was formed in 2016, as a company specializing in IoT product solution development, sales, design, and promotion of chips in the communication industry. It has 10 full-time employees, 3 of them are bachelors. Xinsheng owns total assets of 1.4 million USD. Xinsheng focuses on expanding the market shares of ADC chips in wireless communication and consumer fields, mainly in the communication and IoT segments. Xinsheng sells chips of ADC, and other brands, and develops IoT product solutions for customers based on chip sales. Xinsheng has provided 146million chips to customers in the IoT industry. Especially after our development of the ADC protocol in 2020, the growth of our chip sales has continued to accelerate. The main customers are IoT, PON, and optical module manufacturers, including Dongguan Mentech Optical & Magnetic Co., Ltd. (SZ.002902), Shenzhen Jufei Optoelectronics Co., Ltd. (SZ.300303), Xiamen SAN-U Optronics Co., Ltd., Dongguan OptiSmart Communication Technology Co., Ltd., Shenzhen Gigalight Technology Co., Ltd. and other well-known enterprises in the industry.

Zhongyitong Technology (Shenzhen) Co., Ltd. (“Zhongyitong”) was incorporated in 2016 and received the high-tech company certificate in 2021. As a wholly-owned subsidiary of Wuxin Technology, it mainly centers on ADC protocol intelligent hardware supply, integrated system solution, industry IoT application scenario launching, and other technical services. Zhongyitong engages in intelligent system product supply, planning and design, system integration engineering implementation, enterprise informationization, smart park, smart city, and other project planning and implementation. It has 40 full-time employees (7 bachelors), and 40 dispatch service workers, and owns total assets of 1.5 million USD. Zhongyitong has rich experience in providing customers with overall solutions on informatization projects from early planning to mid-term implementation and later-stage maintenance. Zhongyitong has undertaken forty IoT system integration projects from government agencies and large enterprises across China in the past 4 years. Zhongyitong has established a good brand reputation and network resources in Guangdong province, Guizhou province, and Hebei province in China. Up to now, Zhongyitong has served infrastructure operators such as China Mobile Communications Group Co., Ltd. (HK.00941), China Telecom Corporation Limited (SH.601728) and China Tower Corporation Limited (HK.0788), and equipment suppliers such as Guangzhou Haige Communications Group Incorporated Company (SZ.002465), Guizhou Sports Lottery Management Center and other large enterprises and institutions. Zhongyitong will further promote the application of ADC protocol in key projects and markets, and provide more optional IoT scenarios for all industries.

Main model projects of Zhongyitong:

•        Guangdong Planning and Designing Institute of Telecommunications Co., Ltd., Yueyang Technical Support Service Procurement Project;

•        Guangzhou Jiesai Communication Planning and Design Institute Co., Ltd., China Mobile (Jieyang) 2019 Communication Engineering (Transmission Network + Carrier Network) Design and Feasibility Study Project;

•        Guizhou Sports Lottery Management Center, Sales Store Information Release System Project;

•        Guangzhou Haige Communications Group Incorporated Company, Military Smart Barracks Integrated Security System Platform Project;

•        Hebei Guanyun Information Technology Co., Ltd., Handan Internet Protocol Project;

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To further upgrade products and expand Wuxin Technology’s business, Wuxin Technology established two new subsidiaries in 2021:

Shenzhen Wuxin Semiconductor Co., Ltd. focuses on the R&D of ADC protocol and the application and promotion of ADC chips and modules in IoT upgrades in various industries. Meanwhile, it, digging into the IoT market demands, continuously enriches the intelligent applications of ADC protocol and builds an intelligent ADC protocol application ecosystem.

Shenzhen Wuxin Intelligent Innovation Co., Ltd. is mainly responsible for the definition and research, and development of ADC protocol intelligent products, and promoting the popularization of ADC protocol intelligent products among consumer-end users and the global presence of ADC protocol by building a new marketing network.

Wuxin Technology is dedicated to building an ecosystem covering IoT cutting-edge technology development, product R&D and manufacturing, integrated system solution output, IoT application scenarios launching, IoT cloud platform, intelligent hardware supply, and after-sales services. In the future, Wuxin Technology will stick to the strategy of “technical upgrading & marketing”, gradually enhance its technological innovation capability and brand influence, improve the IoT ecosystem, and create a fantastic lifestyle connecting human beings with everything.

Current Challenges in the IoT Industry

From the protocol’s perspective: Lack of unified standard

Zigbee, Bluetooth, and Wi-Fi are the most widely used WLAN protocols. They have their advantages and disadvantages:

ZigBee is an internationally accepted wireless communication technology. In theory, each of its network ports can access more than 65,000 ports at most. It is mainly used for data transmission between various electronic devices within a short distance, requiring low power consumption and low transmission rate. ZigBee can be embedded in various devices and is widely used in many fields such as household, industry, agriculture, education, and medical care. Despite the mentioned advantages, ZigBee has the disadvantages of high cost, short transmission distance, and poor anti-interference capacity. As ZigBee is a central control network, there is also the risk of the whole system paralyzing due to central control failure, and the overall stability of the system cannot be guaranteed.

Bluetooth features a low-cost special short-range wireless connection and establishes communication environments for fixed and mobile devices. The Bluetooth technology connects in various modes, including point-to-point, broadcast, and mesh networking. A large number of consumer electronic products, especially mobile phones, integrate Bluetooth functions, which has enabled a wide range of interoperability services. However, considering the incompatibility across various versions, poor networking capacity, and few network nodes, the Bluetooth technology is not the choice for multi-point control and is mainly used on smart single items.

Wi-Fi, based on a short-range wireless transmission technology, supports data, image, voice, and multimedia data. Compared with Bluetooth, Wi-Fi has a wide transmission range and fast transmission rate. With the rapid popularization of household Wi-Fi routers and smartphones, Wi-Fi protocol has been widely used in smart home items. However, the shortcomings of Wi-Fi are also prominent, such as high-power consumption, few accessible nodes, low-security level, etc., which limit the application of Wi-Fi technology in the IoT field. Not to mention that Wi-Fi is also based on centralized networking. Once the router fails, the whole system will be paralyzed, indicating low system reliability.

Deciding which type of protocol should be used can be an overwhelming task for manufacturers. In addition, there is another common pain point in the three major protocols, that is, there is no application layer in the protocols. Developing intelligent products based on these three protocols requires enterprises to build their application logic, which greatly complicates the development process. Moreover, as there is no unified national standard and industry standard, intelligent products produced by different enterprises are incompatible with each other even if they adopt the same protocol, which directly leads to the rising cost of IoT and restricts the development of the IoT industry.

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Manufacturer: high IoT technical threshold

IoT is essential in a new area, and various industries need to upgrade to IoT. However, the IoT era is still in the initial stage of development with low space. The reason lies in the high industrial barriers of traditional technical solutions.

First of all, to realize the IoT in the industry and upgrade the IoT system requires a deep insight into the industry, indicating extremely high time input for scientific and technical personnel; secondly, the building of an IoT system requires the collaboration of communication networking protocols, various intelligent hardware products, cloud platforms or industry software, application logic, etc., meaning many obstacles, long period, and large investment; thirdly, the promotion of IoT system needs the support of professional technical teams, leading to high service costs.

Consumer: IoT smart devices have poor ease of use, low reliability, and hidden safety hazards

From the perspective of consumers, IoT products need to meet the needs of ease of use, reliability, and security.

However, the smart products in the current market generally adopt the central control network, which is more complicated to installation and debug. Once the central control fails, it is difficult for users to recover the system. In addition, Wi-Fi, Bluetooth, ZigBee, and other communication protocols are based on the 2.4GHz frequency band, due to the short transmission distance, channel congestion, serious interference among devices, it is difficult to satisfy consumers in terms of ease of use and reliability. At the same time, the data generated by the Internet of Things devices will directly affect people’s property and personal safety, but the current Internet of Things systems are generally weak in preventing hackers from intruding, which brings great risks to customers.

Wuxin Technology’s Solutions

ADC Protocol Licensing

The ADC (Ant Delete Center) protocol is derived from the foraging principle of ants. In the process of studying ant foraging, it is found that the behavior of a single ant is relatively simple, but the whole ant colony presents certain intelligent behaviors; for example, the ant colony can find the shortest path to the food source in varied environments. In a system with numerous distributed nodes, each node has a high degree of autonomy. Nodes can be freely connected to form a new connection unit. Any node may become a stage center but without mandatory centralized control. The influence between nodes will form a nonlinear causal relationship throughout the network. This open, flat and equal system process or structure is called decentralization. In a system composed of numerous IoT nodes, the capacities to detect the shortest path and decentralize are essential, which is the origin of the ADC protocol.

ADC protocol is one of the few IoT communication protocols in wireless decentralized ad hoc networks worldwide. It has made a breakthrough in the traditional smart home structure with central control. The promotion of ADC protocol is based on the principle of open source, openness, and standardization, and all intelligent products adopting ADC protocol can be seamlessly compatible. ADC protocol has formed a standardized system within a certain range, which has been recognized by more enterprises and consumers.

Wuxin Technology has independently developed ADC chips and modules based on ADC protocol. Such products feature a high degree of integration and low power consumption and have realized standardization of the protocol application layer by embedding application programs for varied scenarios on different terminal products.

The ADC protocol’s advantages over the traditional wireless network protocols enable us to provide intelligent products which can be integrated into an interconnected IoT system. The architecture of ADC protocol is decentralized and therefore, stable. Any equipment failure and automatic disconnection in the system will not affect the normal use of other equipment. The ADC protocol is open source, open, standardized, and has its own application layer, which greatly reduces the difficulties for product development of the manufacturer customers, as they no longer need additional technical effort to create the application layer for the smart device. It covers lighting, switches, HVAC, electric hardware, audio, sensors, voice recognition, and other functions. In addition, products developed by various manufacturers using the ADC protocol can be seamlessly compatible to form an IoT system, which lowers the technical threshold in terms of connectivity for manufacturers. At the same time, the system can operate independently without connecting with the cloud platform, or it can be connected to the cloud platform through a gateway. Users can switch between cloud platforms of different manufacturers by choosing the IoT system of ADC protocol.

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The comparison of ADC protocol with ZigBee and Wi-Fi protocol is as follow:

	ADC Protocol	Zigbee	Wi-Fi	Explanation
Networking Architecture	Decentralized	Centralized	Centralized	The traditional local area network protocol generally adopts the centralized networking mode: for example, the communication of the Zigbee protocol relies on the host, and the transmission of the Wi-Fi protocol relies on the router. Once the central control fails, the entire system will be paralyzed, resulting in low system reliability. The ADC protocol adopts a decentralized networking architecture, in which the network architecture is stable. Any device failure in the system will automatically disconnect from the network without affecting the normal use of other devices.
Ad Hoc Network	Yes	Yes	No	Each node in the ADC protocol network has a unique address: discover routes on-demand and dynamically optimize the routing table. Traditional networking protocols such as WIFI adopt the method of assigning IP addresses or specifying routes. Compared with traditional protocols, ad hoc networks are more convenient, flexible, and reliable.
Built-inapplication layer	Yes	No	No	The development of the logic of the application layer is the content with the highest threshold, the largest investment, and the longest time (usually takes 2-3 years). It will take a long time to verify its stability after the development.
The standard of application layer	Yes	No	No	Traditional protocols such as ZigBee and Wi-Fi do not have their own application layer. Manufacturers need to build their own application logic to develop smart products, which increases the difficulty of product development. It is the fundamental reason many smart home start-ups invest a lot of capital and eventually fail.
Difficulty in application layer development	Existing standard	To be developed	To be developed
The openness of the application layer	Open	Private	Private	The ADC protocol has its standardized application layer with built-in application scenarios, including the application logic of switches, lighting, sensors, audio, HVAC, electric hardware, and other products. The ADC protocol could shorten the R&D cycle, reduce development costs, reduce technical risks, and improve the overall competitiveness of products for clients who want to rapidly enter into the IoT industry.

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	ADC Protocol	Zigbee	Wi-Fi	Explanation
Compatibility	Yes	No	No	Compatibility is the basis for forming standards and establishing the ecology. Each company using ZigBee and Wi-Fi protocols develops application layer logic independently, resulting in repeated investment. At the same time, each company’s product is a closed system, which are incompatible with each other. The ADC protocol comes with a standard application layer. The promotion of the ADC protocol is based on the principles of open source, openness and standardization, and all smart products using the ADC protocol can be seamlessly compatible. The ADC protocol has formed a standardized system within a certain range, which has been recognized by more enterprises and consumers.
Transmission distance (open scene)	500m	15 – 30m	20 – 30m	Transmission distance, wall penetration performance and delay are the most critical aspects which affect user’s experience.
Wall penetration performance	5 – 6walls	1 – 2walls	1 – 2 walls	The response time of the Zigbee protocol is about 20 milliseconds. After the relay, the delay will increase exponentially, the transmission distance of Zigbee products are short, and the transmission distance in an open scene is about tens of meters, and 1-2 walls can be worn indoors.
Delay	40 microseconds	20 milliseconds	50 milliseconds	The Wi-Fi protocol response time is about 50 milliseconds; the transmission distance is short, the transmission distance in an open scene is about 20-30 meters, and 1-2 walls can be worn indoors. The response time of the ADC protocol is relatively fast, with an average of less than 40 microseconds; the outdoor transmission distance is >500 meters; 5-6 walls can be worn indoors.

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	ADC Protocol	Zigbee	Wi-Fi	Explanation
Stability	High	Low	Low	Stability is the basis for the large-scale promotion of the IoT, and stability requires long-term accumulation and a large number of project verifications. The stability of Zigbee protocol products is poor, and the stability needs to be independently verified by each manufacturer; the Wi-Fi protocol is mainly aimed at the application of smart single products, and the scene application is very unstable, and each manufacturer still needs to verify it separately. The decentralized architecture of the ADC protocol is a guarantee of stability. At the same time, ADC protocol products have been put into the market, and have been applied in batches in community-level smart homes, smart hotels, and smart cities (motorcycle management). Its stability has been fully verified by the market and is more reliable.

The Development of Smart Products

Based on the ADC protocol, Wuxin Technology offers product development services, which include the design of the intelligent product and supplying customers with ADC protocol chips, modules, and printed circuit board assembly (“PCB’A”). A printed circuit board is a laminated sandwich structure of conductive and insulating layers. PCB’A describes the finished board after all the components have been soldered and installed on a printed circuit board.

Wuxin Technology’s smart product development covers control, sensor, gateway, lighting, voice interaction, and other segments. It involves IoT fields such as smart home, smart hotel, smart building, smart community, Internet of vehicles, smart agriculture, smart city, smart health care, etc., shortening the R&D cycle, reducing development costs and technical risks, and improving the comprehensive competitiveness of products for customers who desire quicker entry into the IoT industry.

The Deployment of IoT Cloud Platform

The construction of a cloud platform contributes to the formation of an IoT ecology and its scale application in various fields, Wuxin Technology help clients to build IoT cloud platforms in smart homes, Internet of vehicles, smart hotel, and other segments. Wuxin has developed a series of cloud platforms solutions and could deliver customized development services.

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Integrated development of cloud services: The industry’s original integrated development engine architecture automatically tackles the difficulties in underlying connection, storage, distributed cluster deployment, flexible expansion, security, etc., and lowers the threshold of IoT cloud function development. Ordinary engineers can quickly complete the development and deployment of cloud services and accelerate the iteration of IoT function innovation.

IoT functional components & solutions: Abundant IoT functional components and solutions are available, including account system, device binding management, event notification engine, over the air technology (“OTA”) management (i.e. a technology to remotely manages terminal equipment and SIM card data through the air interface of mobile communication), timing task engine, device sharing, WeChat access, etc. Developers have direct access to the component solutions while being freed from repeated development, enabling them to focus on core business R&D.

Big data analysis engine:    It automatically analyzes the operational behavior of users and equipment, contains a variety of common analysis indicators and supports rapid custom analysis. Developers are enabled timely data observation, easy access to guide product function optimization, marketing strategy implementation, and value-added service operation, saving the troublesome establishment of a big data analysis platform.

IoT system integration and construction

Wuxin Technology has been abreast with technological tendencies for years. Wuxin Technology has been constantly strengthening the building of talent teams and service capabilities and built an IoT information technology and engineering service system integrating consulting planning, software and hardware products, system integration, engineering implementation, and O&M system construction. Wuxin Technology is committed to providing a one-stop service of IoT construction for customers in smart homes, smart buildings, smart communities, smart health care, smart cities, and other fields.

Its IoT information system integration and construction service start from the actual application needs of customers and combines reasonable planning and integrated application of various information technologies. Through software system customization and hardware system building, the independent software and hardware devices are connected into a complete, reliable, economical, and effective whole that coordinates with each other and forms an IoT system platform for customer end delivery.

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The IoT information system and construction services involve a gradual process consisting of project master planning, scheme design, software and hardware development, project implementation, O&M system, after-sales service, and other steps. The service framework is shown as follows:

Applications

Smart homes

Wuxin Technology offers overall technical solutions and product supply for the whole home automation. Aided by the ADC decentralization protocol, a new wireless transmission technology, the smart home scenarios have been endowed with a large number of possibilities.

•        LAN with decentralized control:    An ad hoc network based on switch lighting, HVAC, audio equipment, electric hardware, automatic sensing, voice interaction, and other functions, to achieve linkage control.

•        Scenario control:    The functions can be programmed into “scenarios”. In the case of a “going home scenario”, a click-on button will automatically trigger a series of operations: opening the door, turning on the light, opening the window, and turning on the TV. The scenarios are completely editable by users, intelligence anytime and anywhere.

•        Automatic control:    By adding a timing startup mode to the “scenario”, it will run automatically without further manual operation. For example, in the “getting up” scenario, at 7:00 a.m. on weekdays, the curtains will slowly withdraw, and the music will appear.

•        Intelligent linkage:    All devices can be linked by settings to truly realize smart linkage. For example, when the level of combustible gas in the air is detected exceeding the standard value, the manipulator automatically closes the gas valve; when the temperature is higher than 28°C, the air conditioner is automatically turned on; upon returning home at night, the lights will light up automatically after opening the door.

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•        Remote control:    The smart devices of Wuxin Technology can access the cloud through gateways, and users can realize home automation, remote control, environmental monitoring, security surveillance, emergency response, etc. through terminal control devices such as mobile phones and tablets computers.

•        Safety precautions:    When you are out and leave the elderly and children alone at home, you can check remote videos, interact by voice messages, and send alarms in the case of emergency, truly “keeping an eye on the home, whenever and wherever”.

Internet of vehicles

In the field of the Internet of vehicles, intending to facilitate the rapid transition of two-wheeled vehicle makers to intelligence, Wuxin Technology not only offers complete solutions, development, and production of core technology products for IoT system of two-wheeled vehicles, including the design and production of the related vehicle controllers, locators, and Bluetooth spikes but also provide the development and access of cloud platform, App and shared operation system.

Wuxin Technology has participated in the formulation of anti-theft standards for residents’ electric vehicles organized by the Ministry of Industry and Information Technology, and drafted the technical standards for China Mobile Vehicle Guardian in joint efforts with China Mobile IoT research institute; Wuxin Technology was one of the founders of Slow Traffic Branch of China Urban Public Transport Association (formerly known as the Bike Sharing Branch of China Urban Public Transport Association), and is designated as the “vice president workplace”, assisting its chairperson to manage the day-to-day operation of the Branch. Wuxin Technology’s products have passed the national 3C certification and the certification of authorities under the Ministry of Public Security.

•        Software and hardware solution for shared bicycles

Wuxin Technology provides intelligent products and accessories such as antennas, centralized control boxes, and locators for shared bicycle enterprises, and customizes and develops a back-end management platform for such enterprises to establish a shared ecology.

•        Intelligent solution for electric vehicles

Wuxin Technology provides software and hardware products and services for electric vehicle (EV) enterprises and dealer stores, in terms of intelligent EV positioning, vehicle control products via mobile phones, intelligent instruments, and big-data cloud management of EVs and others. Users can realize keyless automatic unlocking, power query, estimated endurance mileage query, one-click vehicle search and startup, positioning and navigation, abnormal alarm, and other functions through intelligent Apps. In the process, user experiences are optimized compared with the traditional trip.

•        Electric vehicle rental solution

Wuxin Technology provides an intelligent management system integrating EV rental business, risk control, financial management, and after-sales for EV manufacturers and EV dealers/agents.

Smart hotels

With the development of the Internet of Things technology, hotel intelligence has become an important future to improve the quality of hotel services. More and more young people consider hotel intelligence as an important consideration in their choice of accommodation.

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Wuxin Technology’s intelligent hotel guest control system takes the guest control products with built-in ADC protocol and takes advantage of the wireless, decentralized, and ad hoc advantages of ADC protocol to provide overall solutions on the door lock, switch, lighting control, HVAC control, electric curtain, and the software solutions. Through intelligent control of the lighting, air-conditioning, and other terminals in the hotel, electrical equipment can be used scientifically and rationally. The hotel can easily achieve green energy conservation, management efficiency enhancement, and service value-added services.

Intelligent buildings

Combining the four basic requirements of building structure, system, service, and management, and their internal relation optimization, the IoT-based platform management on buildings can greatly improve operational efficiency.

Wuxin Technology’s intelligent building system, by the long transmission distance, strong through-wall capacity, two-way RF communication, and low delay features of ADC protocol, effectively facilitates the wireless interaction between devices on all floors of the building, and the cloud control system can timely monitor the equipment status. It is a great way to tackle the difficulties in implementing and deploying building intelligence.

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Smart communities

As a key integral part of a smart city, the smart community is dependent on new-generation information technologies such as IoT, cloud computing, mobile Internet, and information intelligent terminals. Through automatic perception, timely transmission and release, integration, and sharing of information resources closely related to residential lives, it brings forth the digitalization, gridding, intelligence, interaction, and synergy of the seven foundational elements including food, shelter, transportation, traveling, shopping, entertainment, and health care. In a safer, more convenient, comfortable, and pleasant living environment thus created, people can enjoy a smarter, happier, safer, more harmonious, and more civilized life.

The smart community system built by Wuxin Technology is based on ADC protocol that takes into account the advantages of stability of traditional wired protocol. The deployment is simple and excels in long-distance transmission, timely information transmission, and maintenance of equipment. The application involves systematic control of equipment, running status detection, fault detection and early warning, community security and theft prevention, energy conservation and emission reduction, etc. It is suitable for the intelligent transformation needs of various new and old communities.

    

Smart agriculture

ADC protocol is a wireless, decentralized, and ad hoc IoT protocol with completely independent intellectual property rights. ADC chips feature low cost, high reliability, long-distance transmission, and rapid deployment, which can solve the IoT problem of “one kilometer as a radius”. In addition, the ADC protocol is open-sourced, publicized, and standardized; it already contains the smart agriculture logic scenarios. The IoT upgrade of the existing agricultural facilities is simple, and the promotion and use of the equipment require no technicians. In conclusion, ADC protocol is one of the most suitable IoT protocols for smart agriculture. ADC protocol can realize the internal linkage of LAN and parallel decision-making of cloud expert databases. It outperforms in high safety and reliability, simple promotion, and low entry threshold, and is convenient for large-scale popularization and application.

The ADC chip is embedded sensors to collect data, including ADC air temperature and humidity sensor, ADC soil temperature and humidity sensor, ADC soil PH sensor, ADC photosynthetic active radiation sensor, and ADC CO2 sensor. The ADC chip can be implanted with a controller overheating, oxygenation, sprinkler irrigation, ventilation, roller shutter devices, and other equipment. When the environmental data gathered by the sensor exceeds the critical

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range compared with the standard value, the controller automatically starts relevant hardware equipment to heat, fertilizer, water, ventilate or adjust lights through the roller shutter to accurately control the crop growth environment. The cloud platform constantly improves the expert database through data collection, and the expert database serves modern agriculture through the ADC IoT system.

Smart cities

The smart city makes full use of information and communication technologies to sense, analyse and integrate the key data from the core system of urban operation, to respond intelligently to various needs concerning people’s livelihood, environmental protection, public safety, urban services, and industrial and commercial activities, etc. A smart city is a large topic, which requires various protocols and interconnection technologies to combine optimally based on the fields involved.

Currently, Wuxin Technology has been involved in many application scenarios in the field of smart cities, especially in launching smart parking, smart street lamp, electric bicycle battery household management, smart community projects, and others.

Competition

Wuxin Technology faces intense competition in the IoT industry worldwide. Industrial competition has been changed from products to industrial ecological chains. Currently, most industrial giants are competing for the leading power in industrial ecology, creating core ecosystems by the layout in critical links, and strategically integrating players in upper and lower reaches to build the industrial chains within its brand. Wuxin Technology’s strong competitor

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includes but not limited to Tuya Smart (Nasdaq: TUYA). While in the antenna market segment, there are Sunway Communication Co., Ltd. (SZ.300136), Huizhou Shuobeide Wireless Technology Co., Ltd. (SZ.300322), Shenzhen B&T Technology Co., Ltd. (NEEQ: 430597), and Harxon Corporation; when it comes to the Internet of Vehicles, Wuxin Technology is competing with Wunder Mobility.

We believe our ability to compete effectively with and differentiate us from our competitors depends on several factors, including:

•        Technology and product innovation

Connectivity solutions:In 2016, Wuxin Technology successfully developed the IoT protocol with decentralized ADC, which made a breakthrough on the central control architecture of traditional protocols, and realized the ADC protocol on chips in 2020.

The antenna manufacturing process has transited from traditional shrapnel manufacturing to flexible circuit board manufacturing, and then to the cutting-edge LDS process. LDS technology enables flexible and free 3D design for antenna products, and allows design on any surface.

In terms of Internet of vehicles products, Wuxin Technology has independently developed a set of centralized control boxes, and we believe Wuxin Technology is one of the earliest players in the industry to obtain the network access license for telecommunication equipment.

•        Stable communication protocol

ADC protocol is a wireless, decentralized, and ad hoc network protocol. It is also one of the few networking protocols especially born for the IoT worldwide, which made a breakthrough on the traditional protocol architecture with central control. Products adopting ADC protocol feature lower cost, higher reliability, longer transmission distance, and faster deployment. Furthermore, ADC protocol standardizes protocol stack and application layer, which lowers the technical threshold for vertical industrial segments to transit into IoT.

•        Rich experience in intelligent product development

Smart product:Based on ADC protocol, Wuxin Technology offers product development services covering control, sensor, gateway, lighting, voice interaction, and other segments.

Antenna:The main antenna products include various terminal antennas like IoT antenna, mobile phone antenna, Beidou navigation terminal antenna, aerospace product antenna, wearable product antenna, unmanned aircraft product antenna, notebook computer antenna, Bluetooth headset antenna, wireless charger, NFC, and POS machine antenna, etc, supporting ADC, GSM, WCDMA, CDMA2000, TD-SCDMA, LTE, 5G, GPS, Bluetooth, Wi-Fi, and other standard frequency bands.

In the field of the Internet of vehicles, Wuxin Technology provides controllers, locators, and Bluetooth spikes, etc. for electric bicycles.

•        Rich experience in IoT project launching

Up to now, Wuxin Technology has served infrastructure operators such as China Mobile Communications Group Co., Ltd. (HK.00941), China Telecom Corporation Limited (SH.601728) and China Tower Corporation Limited (HK.0788), and equipment suppliers such as Huawei Technologies Co., Ltd. and Sangfor Technologies Inc. (SZ.300454), as well as Guangzhou Haige Communications Group Incorporated Company (SZ.002465), Guizhou Sports Lottery Management Center and other large enterprises and institutions. Zhongyitong will further promote the application of ADC protocol in key projects and markets, and provide more optional IoT scenarios for all industries.

•        Deployment, reliability, and compatibility of cloud platform

Wuxin Technology has built an open platform in the fields of smart home, internet of vehicles, smart hotel, etc., developed a series of cloud platform solutions, and can provide customized development services for customer-specific needs so that all smart products that adopt the ADC protocol can be seamlessly compatible.

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•        Customer experience

Wuxin Technology has provided IoT products and solutions to 1,074 customers, such as smart product manufacturers, cloud platform companies, electric bicycle companies, shared operators, auto manufacturers, telecom operators, large enterprises, institutions, and hotel groups, etc.

We believe that Wuxin Technology is well-positioned to effectively compete on the factors listed above. However, some of our current or future competitors may have greater financial, technical, or distribution resources than we do.

Our Competitive Strengths

•        Leveraging the advantages of the ADC protocol to offer interconnected and seamlessly compatible intelligent products with a stable architecture;

The ADC protocol’s advantages over the traditional wireless network protocols enable us to provide intelligent products which can be integrated into an interconnected IoT system. The architecture of ADC protocol is decentralized and therefore, stable. Any equipment failure and automatic disconnection in the system will not affect the normal use of other equipment. The ADC protocol is open source, open, standardized, and has its application layer, which greatly reduces the difficulties for product development of the manufacturer customers, as they no longer need additional technical effort to create the application layer for the smart device. It coveres lighting, switches, HVAC, electric hardware, audio, sensors, voice recognition, and other functions. In addition, products developed by various manufacturers using the ADC protocol can be seamlessly compatible to form an IoT system, which lowers the technical threshold in terms of connectivity for manufacturers. At the same time, the system can operate independently without connecting with the cloud platform, or it can be connected to the cloud platform through a gateway. Users can switch between cloud platforms of different manufacturers by choosing the IoT system of ADC protocol.

•        Maintaining an ecosystem to offer comprehensive overall solutions;

Over the years, Wuxin Technology has built an intelligent ecosystem covering IoT cloud, management, and terminal based on ADC protocol. Focusing on smart homes, the Internet of Vehicles, smart hotels, smart buildings, smart communities, and other fields, Wuxin Technology has managed to be a provider of flexible, easy-to-use, safe, reliable, and cost-effective IoT overall solutions. The IoT ecology of Wuxin Technology has completed the upper, middle, and lower races of the industrial chains, ensuring that Wuxin Technology can achieve synergy in products, technologies, R&D, and quality control.

•        A strong R&D team with significant innovation capabilities;

Wuxin Technology has 142 R&D personnel accounting for 41.8% of all the employees as of June30, 2021. Wuxin Technology has carried out industry-university-research collaborations with Hong Kong University of Science and Technology, Xidian University, and Hangzhou Dianzi University.

At present, Wuxin Technology has R&D centers in Shenzhen, Shanghai, Xi’an, Hangzhou, and Huizhou, equipped with advanced anechoic chambers and test equipment. We believe Wuxin Technology has industry-leading advantages in IoT networking scheme design and R&D and possesses core technologies in key fields such as radiofrequency, signal processing, low-power power management, chip design, underlying algorithm, artificial intelligence, machine learning, and cloud computing.

All along, Wuxin Technology attaches great importance to technology R&D, advocates technological innovation, and insists on driving enterprise development with technology. At present, the antenna manufacturing process of Wuxin Technology has transited from traditional shrapnel manufacturing to flexible circuit board manufacturing, and then to the cutting-edge LDS process. LDS technology enables flexible and free 3D design for antenna products, and allows design on any surface. In terms of Internet of vehicles products, Wuxin Technology has independently developed a set of centralized control boxes, and we believe Wuxin Technology is one of the earliest players in the industry to obtain the network access license for telecommunication equipment. Furthermore, in 2016, Wuxin Technology successfully developed the IoT protocol with decentralized ADC, which made a breakthrough on the central control architecture of traditional protocols, and achieved developing the ADC protocol on chips in 2020.

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•        Offering Comprehensive Experience to Our Customers;

Wuxin Technology adheres to the business philosophy of “technology + service + products” in providing customers with comprehensive and efficient services, dedicating to continuously improving service quality.

Wuxin Technology retains a dedicated customer service team which consist of marketing personnel, designers, and technicians. The customer service team provide customers with one-stop services, including professional consulting, software development, hardware installation, and after-sales service.

Wuxin Technology’s remote O&M services has patented technology to effectively screen, sorts out, store and manage the uploaded data of each customer, and provide customers with daily O&M, online monitoring, predictive maintenance, fault early warning, diagnosis, and repair, operation optimization and other services through data mining and analysis, as well as remote equipment upgrade, and synchronous batch upgrade of multiple intelligent products.

•        High revenue visibility with proven track record of high profitability

We have demonstrated significant growth in our business since our inception, especially in recent years. Our total net revenues increased from USD31.8million for the fiscal year ended June30, 2020 to US$47.0million for the fiscal year ended June30, 2021, representing a CAGR of 47.8%. We have a proven track record of maintaining high profit margins. In the year ended June30, 2020, our gross profit margin and net profit margin were 31.0% and 13.1%, respectively. In the year ended June30, 2021, our gross profit margin and net profit margin were 32.0% and 13.2%, respectively.

•        Experienced Management Team;

We benefit from a visionary, experienced and stable management team with deep expertise in technology and industry. Our CEO and Chairman Lianqi Liu has been engaged in smart home, smart hotel, smart building system design and system integration since 1998. He is a pioneer in China’s IoT industry. The rest of our senior management team also has extensive experience in technology, education, finance, product management and marketing.

Our Growth Strategy

•        To Further Strengthen Technology R&D and Optimize ADC Protocol

The IoT industry is a fast-changing field with the rapid iteration of technology and products. Wuxin Technology needs to constantly innovate, accurately grasp, and judge the market dynamics, and continuously introduce new technologies and products to meet the market demand, to strengthen its competitive edges and market position. We plan to increase our investment in technology R&D by 30% more investment in the next few years to continuously optimize ADC protocol and its application in various scenarios. We aim to sustain the first-mover advantages and set up industry standards and norms.

In addition, we expect to actively explore the application of decentralized protocol in broadband, big data transmission, and other fields, and realize the compatibility of the decentralized protocol in wide and narrow bandwidth.

•        To Invest in Business Expansion

We plan to selectively make strategic investments in or acquire synergistic acquisitions of companies according to the development situation, including players at the upper, middle, and lowerstreams of the IoT industry chain at home and abroad. We expect to expand our comprehensive strength in technology, products, channels, and operations through strategic investments and acquisition, maintain innovative power, continuously improve the ADC protocol ecosystem of Wuxin Technology. We plan to expand our current minimal global operations to be a more substantial portion of our business.

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•        To Establish New Marketing Networks

We plan to develop its marketing networks through the following approaches:

1.      Diversified marketing channels:    We expect to expand cooperation with more real estate developers and interior renovation contractors, and provide product consulting, product sales counselling, product promotion support, product guidance, and installation services for channel cooperation customers.

2.      Build flagship store:    We anticipate to partner with local agents to build offline experience stores for smart homes and smart hotels, to bring intelligent products and intelligent life closer to customers. Currently, Wuxin Technology has opened 25 flagship stores in Hunan, Guangxi and Guangzhou provinces in China. This model provides direct and efficient access to customers, which is conducive to improving the brand image and reputation of Wuxin Technology.

3.      Increase the online business expansion to C-end users:    We expect to continue the online marketing efforts by continuously optimizing our online shopping mall, making full use of the marketing advantages of social media, live webcasts, and content platforms, and eventually to build an IoT smart home shopping platform. We plan to enhance the online and offline interactions with customers.

•        To Expand Outside of China

Although currently only having minimal global operations, Wuxin Technology committed to becoming an integrated service provider serving the global IoT field. Wuxin Technology plans to build R&D centers outside of China, strengthen technical exchanges with global players, and accelerate the expansion into overseas market. To keep up with the business growth and demands on various products, we plans to set up marketing and technical support teams outside of China, in order to provide the most efficient and personal localized services to customers outside of China.

Product Portfolio

“Connectivity” products

“Connectivity” products are essential key components for the interconnection of smart devices, which help realize the interconnection between smart home devices and the collaboration of smart devices. Wuxin Technology’s “connectivity” products are based on ADC protocol, including ADC chips, modules, and antenna products.

ADC protocol is the core IoT underlying networking protocol used by Wuxin Technology. The underlying layer of ADC protocol is the media access layer and physical layer conforming to the international IEEE802.15.4g standard. It is an ad hoc short-distance wireless communication technology based on radio frequency, requiring low cost, low power consumption, features high reliability, easy expansion. It is applicable for ISM frequency bands, including 433MHZ, 470MHZ, 868MHZ, 915MHZ, and 2.4 GHZ. Based on 4GFSK modulation mode, the data transmission rate is 98kbps, the signal is encrypted by 128bit AES, the average negotiation time is less than 40 microseconds, the fault tolerance for 10 m2 exceeds 100 nodes, and the effective signal coverage is over 100 m and 500 m indoor (passing through 5-6 walls) and outdoor respectively. The ADC protocol is a wireless, decentralized, and ad hoc network protocol with fully independent intellectual property rights owned by Wuxin Technology. It is also the only networking protocol born for IoT equipment worldwide today. It has made a breakthrough on the traditional protocol architecture with central control. By adopting an ADC protocol featuring lower cost, higher reliability, longer transmission distance, and faster deployment, Wuxin Technology has lowered the technical threshold for IoT upgrades in various vertical industries.

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ADC chips and modules

Wuxin Technology successfully developed ADC chips after 16 years of R&D trials, practical applications in thousands of projects, and consistent optimization and upgrading. We believe it is the first IoT chip with built-in application scenarios created in China. Meanwhile, it integrates two-way RF communication, low-power power management, and MCU. RF is the oscillation rate of an alternating electric current or voltage or of a magnetic, electric or electromagnetic field or mechanical system in the frequency range from around 20 kHz to around 300 GHz. A MCU is a small computer on a single metal-oxide-semiconductor integrated circuit chip, which contains one or more CPUs (central processing units) along with memory and programmable input/output peripherals. The built-in application scenarios in our ADC chips standardize the protocol’s application layer, therefore, our connectivity products facilitate traditional companies’ upgrading and transition into an IoT ecosystem with less technical effort required.

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WXM9801 module developed by Wuxin Technology allows ADC chips to form a standardized serial port for external output, which is highly integrated and requires low power consumption and lowers the development difficulty of downstream manufacturers. The highly-integrated WXM9801 module is a half-duplex micro-power wireless data transmission module, which can transparently transmit device data without complicated setup and transmission procedures written by users. Furthermore, the small volume and wide voltage-range operation enable it to be applied in various fields. The module serves built-in and external antenna, the shielding cover is optional. Features of ADC protocol module (WXM9801):

Antenna:

The antenna is a component used to receive and transmit electromagnetic waves, and it is one of the core hardware of wireless communication. Antenna products need to be customized to adapt to other components of terminal products and eventually achieve the overall RF performance under the given volume. After several years of layout, relying on the accumulation of basic materials and RF technology, Wuxin Technology has successfully developed various quality IoT terminal antenna products, which are widely used in IoT modules, smart home terminal equipment, electric bicycle control boxes, and other fields; in combination with ADC protocol, Wuxin Technology wireless networking solutions

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came into being. In addition, Wuxin Technology has presence in various wireless terminal fields such as mobile phone antenna, notebook computer antenna, Beidou navigation terminal antenna, automotive electronic product antenna, and wearable product antenna, providing customers with customized and high value-added antenna products.

Internet of vehicles products

In the field of vehicle networking, Wuxin Technology provides controllers (also known as “centralized control boxes”) and locators for electric bicycles and motorcycles, as well as development and access services for cloud platforms, apps, and shared operating systems.

Centralized Control Box

The central control box is the heart of the electrical system of bicycles and motorcycles, and it is also the core component of power management and various signal processing of electric bicycles. Wuxin Technology’s intelligent central control terminal has GSM, 4G-LTE, LTE-CAT1, CAT4 network remote control, GPS real-time positioning, ADC protocol internal communication, vibration detection, anti-theft alarm, proximity induction unlocking, vehicle electrical components self-inspection, and other functions. The terminal interacts data in the back-end and mobile App through GSM, 4G network, and Bluetooth completes vehicle control and uploads the real-time status of the vehicle to the server. This product is widely used in the field of shared bicycles. Combined with the big data management platform, it can effectively solve urban operation problems such as random parking. It has brought win-win results among the government, users, and enterprises, and created a new model of shared electric vehicle operation.

Locator

Our locator products are based on a 4G-LTE network, compatible with the global 2G/3G/4G/EMTC network, and fully cover the network frequency bands of major operators in Europe, Southeast Asia, North America, Mexico, India, and Taiwan. It supports GPS, Beidou, and base station triple positioning, and is small in appearance, light, and easy to install. Customers can regularly monitor the daily behavior of vehicles through the cloud platform and mobile App. It supports functions such as regular tracking, Bluetooth, power failure alarm, vibration alarm, fence alarm, remote oil and power shut-off, and remote upgrade, etc. It can be widely used in vehicle positioning and anti-theft, auto finance risk control management, enterprise fleet management, urban traffic management, and other fields.

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Internet of vehicles cloud platform

Wuxin Technology build a cloud platform for electric vehicle manufacturers, shared electric bicycle companies, and electric vehicle rental companies, so that companies or manufacturers will be able to accurately inform the number of users and vehicle data, and enhance user loyalty through data mining and value-added services. In addition, users can realize keyless automatic unlocking, power query, estimated endurance mileage query, one-click vehicle search and start, positioning and navigation, abnormal alarm, and other functions through intelligent electric vehicle Apps.

Smart home products

Our smart home products are composed of eight categories:gateway, control, lighting, HVAC, whole house customization, sensing, audio, and voice interaction. Our products have a built-in ADC decentralized communication protocol module, which is good-looking, simple and elegant in appearance, simple in installation, personalized in setting, interconnected between devices, and can easily complete the intelligent linkage of the whole house by matching and combining, creating a more comfortable and well-designed intelligent life experience for users.

Gateway type:

Our gateway products include intelligent gateway, universal infrared equipment gateway, dongle gateway (which can be plugged into set-top boxes, or various Android TVs, Android hardware devices), and industrial gateway. Intelligent gateway plays the role of protocol transformation and cross-network isolation. It is an important device to realize the connection between ADC protocol LAN and cloud, and it is also the main device for IoT edge computing. It could enable the Wuxin Technology’s products to realize remote control, real-time status inquiry, alarm range setting, and other functions on cloud platforms and Apps. Intelligent gateway is composed of ADC protocol and Wi-Fi, and adopts Gaussian frequency shift keying (“GFSK”) radio frequency modulation (which is a modulation method for digital communication found in many standards such as Bluetooth); it features strong signal, good through-wall performance, and wider coverage, and is beneficiary for the lasting stability of intelligent lifestyle.

Universal infrared equipment gateway can connect and control infrared equipment, and can bring more traditional equipment into the Wuxin Technology ecosystem. The Dongle gateway can be plugged into a set-top box or Android TV like USB, allowing it to function as a gateway. In addition, Wuxin Technology has a built-in gateway function in intelligent products such as air conditioners and voice equipment.

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Control type:

The intelligent switch is made of inching and flame retardant PC, high-strength tempered glass or aluminium alloy, which is sensitive to touch and independent from central control, and supports DIY, dual-control, multi-control, and scenario control by users. Wuxin Technology’s intelligent switch can directly replace the traditional switch, without complicated wiring or replacing lighting equipment, and easily realize intelligent scenarios such as remote control, automatic lighting at home, and voice-based lights turning off at bedtime.

The smart door lock supports fingerprint, password, mobile phone remote control, and door opening linkage with home lights, curtains, air conditioners, and other intelligent devices.

Lighting type

ADC protocol combined with various lighting fixtures can work on the ON/OFF, warm and cold color tone, and dimming control of lights. All kinds of lamps and lanterns form an intelligent lighting system through ADC protocol to realize multi-scenario combinations and switch in space applications.

HVAC type

Floor heating, air conditioning, and fresh air system are essential equipment in living and working spaces. Traditional HVAC system relies on wiring to realize communication and programming to realize system functions. After adopting the ADC protocol, there is no need for communication lines or professional programming, which can greatly reduce costs, technical dependence, and maintenance costs, and achieve the “five constant” environmental control system of constant temperature, constant humidity, constant oxygen, constant purification, and constant cleanliness.

Whole house customization type

The electric hardware equipment is upgraded through ADC protocol, and so is the whole house customization industry. For example, hand sinks with auto lifting functions per user height, automatic cabinet, automatic cupboard, automatic wine cabinet, intelligent TV cabinet, intelligent mattress, automatic doors and windows, automatic wardrobe, and intelligent shoe cabinet is seamlessly compatible with an indoor intelligent system.

Sensor type

Door magnetic sensor: It can intelligently sense every door and window for the opening/closing state in real-time. The shell is made of UV material to ensure lasting color holding, and the moisture-proof technology is adopted for the humid southern China environment.

Infrared human body sensor: 360-degree long-distance induction, high sensitivity, and strong anti-electromagnetic interference. When the human body enters the sensing range, the sensor is triggered on, and then automatically turns off after reaching the set time. If the human body stays in motion in the sensing range, the sensor will keep working, and constantly re-timing based on the latest motion detected. Until the last timing, it will go off after the person leaves.

Water immersion sensor: A sensor that detects whether water leakage occurs in the measured range. Once water leakage happens, it will immediately give an alarm to prevent related losses and hazards that may be thus caused. Such sensors are widely used in data centers, communication rooms, power stations, warehouses, archives, and other places that require water resistance.

Audio type

ADC protocol is combined in use with audio reverberator, player, background music host, and other equipment, to put the complex audio control in scenarios, and link it to the environment, realizing the optimal vocal music effect all the time.

Voice interaction type

Xiaoxiang (small elephant) Voice is a voice interactive product of Wuxin Technology, which can realize local connection and control over other ADC products by calling “Xiaoxiang”, without the aid of networks or Apps. Voice interaction is available through the ADC protocol connected to Tmall Jingling (Elf), Xiaodu Audio, Classmate Xiaoai, etc.

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Application Develoment Services:

Wuxin Technology provides APP development services and APP software for customers. The main functions are:

Main functions:

•        Device access:    Supporting the access of the ADC protocol devices.

•        Data analysis:    Analyze and carry out statistics on the collected data, and display the collected data through multiple charts and styles to maximize the use of data value.

•        Monitoring center:    Visually display the equipment map, total number of equipment, on-line and off-line situation, alarm situation, data analysis chart.

•        Task management:    Freely set the equipment linkage and trigger regularly, and realize remote control through the App.

•        Permission management:    Assign different authorities according to customer industries and jurisdictions, as well as the roles of managers, supervisors, actual users, and executors, to realize clear responsibilities and accountability.

•        Alarm mode:    Support multiple alarm modes of SMS, WeChat, WeChat official account, voice, E-mail, and the App.

Seasonality

We currently do not experience seasonality in our operations.

Research & Development

The IoT industry is a fast-changing field with the rapid iteration of technology and products. Wuxin Technology has always attached great importance to technological R&D, advocated technological innovation, and insisted on driving enterprise development with technology.

At present, Wuxin Technology has R&D centers in Shenzhen, Shanghai, Xi’an, Hangzhou, and Huizhou, equipped with 18 world-class anechoic chambers and 5G antenna test equipment, which can provide various passive and active

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tests. Wuxin Technology has industry-leading advantages in IoT networking scheme design and R&D and has carried out researches on core aspects of radiofrequency, signal processing, low-power power management, chip design, underlying algorithm, artificial intelligence, machine learning, and cloud computing, and others.

Wuxin Technology has 142 R&D personnel (accounting for 41.8% of all the employees as of June30, 2021). To strengthen the leading position in the industry, Wuxin Technology has carried out industry-university-research collaborations with Hong Kong University of Science and Technology, Xidian University, and Hangzhou Dianzi University.

Wuxin Technology strives to constantly innovate, accurately grasp, and judge the market dynamics, and continuously introduces new technologies and products to meet the market demand, to strengthen its competitive edges and market position. Wuxin Technology has formulated a technology R&D management process and feasibility evaluation system. All R&D projects must go through the preliminary market investigation, analysis and income evaluation, and strict audit procedures before they can be established. Wuxin Technology highlights R&D investment. In recent two years, the R&D expenses were USD 3.477 million and USD 4.609 million respectively, accounting for 9.76% and 11.05% of operating income.

Our customers

During years ended June 30, 2021 and 2020, Wuxin Technology’s customers were mainly concentrated in the domestic market, while overseas customers, mostly in Vietnam, Hong Kong, South Korea, Turkey, and the United States, constituted a relatively small proportion. During the year ended June 30, 2021, Wuxin Technology had no customers whose sales revenue accounted for more than 10%; during the year ended June 30, 2020, the sales income of Yadea Technology Group Co., Ltd. took up 13.1% of the Wuxin Technology’s total revenue, and its main product was centralized control box (TBIT).

During years ended June 30, 2021 and 2020, Wuxin Technology’s customers include the following companies:

ADC protocol and IoT project engineering customers:

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Antenna products customers:

Internet of vehicles products customers:

Sales, Marketing & Branding

Given the wide application range and greatly varied customer needs downstream of the IoT industry, Wuxin Technology has established an integrated marketing system, which mainly includes two channels: downstream agency distribution and direct sales to customers.

•        Distribution model:    Wuxin Technology’s chip products, and smart terminal products for smart homes, smart hotels, etc. mainly adopt the distribution mode, and the agents take the responsibility for terminal sales channels expansion. After products are purchased from Wuxin Technology, the agents directly sold them to the end customers, and the pre-sales and after-sales services are jointly completed by Wuxin Technology and the agent. Relevant agreements have been signed between Wuxin Technology and agents to train and standardize all aspects of the daily operation of agents. The distribution model is beneficial for Wuxin Technology to rapidly expand its market share and improve the scope and capabilities of customer service.

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•        Direct selling model:    Wuxin Technology’s antenna products, bicycle locator, centralized control box, intelligent product scheme design, and intelligent solutions mainly adopt the direct selling model. Under the direct selling model, Wuxin Technology could maintain in-depth communication with customers to get a better understanding of customer needs, which facilitates the expansion of Wuxin Technology’s products and solutions to end customers and deepen the cooperation.

•        Wuxin Technology’s chips, modules, antennas, product hardware design, and circuit board design are all independently designed, and initially incorporate the elements of Wuxin Technology’s brand, such as the laser-coding logos on the product surface: “ADC”, “TBIT” and “VLG”.

“ADC” brand is mainly aimed at chips. As the popularity and market share grow, the brand will be quickly known. Subsidiary brands such as “TBIT” and “VLG” have gained a certain popularity in the market. With the development of 5G and IoT, the brand value will increase rapidly. Through online and offline promotion, and targeted brand marketing programs for our chips, and products, Wuxin Technology has achieved a strong brand standing and good reputation in the market.

Intellectual Property

Wuxin Technology and its subsidiaries held a total of 220 software copyrights relating to the ADC protocol and cloud platform as of December31, 2021. As of December31, 2021, Wuxin Technology and its subsidiaries held 136 patents, including 20 invention patents, 102 utility models, and 14 design patents. Wuxin Technology and its subsidiaries have 25 pending patent applications, of which, 16 are invention patents, and 9 are utility models. In addition, Wuxin Technology and its subsidiaries hold 27 trademarks for our brand name “ADC”, “VLG”, “TBIT”.

We rely on a combination of patent, copyright, trade secret, and trademark laws as well as contractual restrictions such as confidentiality agreements, licenses, and intellectual property assignment agreements.

The material software copyrights held by Wuxin Technology and its subsidiaries are as follows:

No.	Software name	Version number	Registration number	Approval date of registration	Certificate number	Owner
1	Zhongyitong communication design data processing software	03974596	2019SR0454551	5/13/2019	3875308	Zhongyitong
2	“One Object, One Code” Internet Fixed Assets Management System	07898352	2021SR0644274	5/7/2021	7366900	Zhongyitong
3	Hardware integrated real-time monitoring and management system	07895758	2021SR0643148	5/7/2021	7365774	Zhongyitong
4	Hardware integrated intelligent optimization configuration system	07885151	2021SR0633793	5/6/2021	7356419	Zhongyitong
5	Decentralized networking protocol software V1.0	07474420	2021SR0285863	10/21/2020	7010180	Wuxin Intelligent
6	IoT cloud platform system V1.0	07476458	2021SR0289825	11/20/2021	7014142	Wuxin Intelligent
7	Smart Building System V1.0 Based on ADC Protocol	08045350	2021SR0769231	5/26/2021	7491857	Wuxin Intelligent
8	Smart Agriculture System V1.0 Based on ADC Protocol	08045349	2021SR0769230	5/27/2021	7491856	Wuxin Intelligent
9	Smart city system based on ADC protocol	08061885	2021SR0778036	5/27/2021	7500662	Wuxin Intelligent
10	Smart Hotel System V1.0 Based on ADC Protocol	08061905	2021SR0778056	5/27/2021	7500682	Wuxin Intelligent

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No.	Software name	Version number	Registration number	Approval date of registration	Certificate number	Owner
11	Whole house intelligent system V1.0 based on ADC protocol	08061871	2021SR0778022	5/27/2021	7500648	Wuxin Intelligent
12	Smart Building System V2.0 Based on ADC Protocol	08591593	2021SR1117417	7/28/2021	7840043	Wuxin Holdings
13	Smart Agriculture System V2.0 Based on ADC Protocol	08591597	2021SR1117421	7/28/2021	7840047	Wuxin Holdings
14	Smart Hotel System V2.0 Based on ADC Protocol	08591596	2021SR1117420	7/28/2021	7840046	Wuxin Holdings
15	Whole house intelligent system V2.0 based on ADC protocol	08591595	2021SR1117419	7/28/2021	7840045	Wuxin Holdings
16	Decentralized networking protocol software V2.0	08591594	2021SR1117418	7/28/2021	7840044	Wuxin Holdings
17	IoT Cloud Platform System V1.0	08559926	2021SR1091554	7/23/2021	7814180	Wuxin Holdings
18	TBIT city shared two-wheeled vehicle supervision system	08371518	2021SR0937510	6/23/2021	7660136	TBIT
19	Shared takeaway vehicle intelligent positioning system software	03419814	2018SR1082293	12/27/2018	3411388	TBIT
20	Shared motorcycle intelligent central control locator system software	02998610	2018SR706602	9/3/2018	3035697	TBIT

The material patents held by Wuxin Technology and its subsidiaries are as follows:

No.	Patent name	Application/ registration number	Approval date of registration	Category	Country	Owner
1	A method and system for returning a car with Bluetooth assisted positioning	2019107485542	8/14/2019	Invention Patent	China	TBIT
2	Precise navigation method and mobile terminal	2018108050971	7/20/2018	Invention Patent	China	TBIT
3	A kind of embedded FLASH data storage method and system	2018100833390	1/29/2018	Invention Patent	China	TBIT
4	A road condition analysis method and system based on vehicle big data	2018114865819	12/6/2018	Invention Patent	China	TBIT
5	A vehicle scheduling method and system based on vehicle big data	2019100447249	1/17/2019	Invention Patent	China	TBIT
6	A flexible circuit board bonding device and method for bonding a flexible circuit board	2012105381528	9/30/2015	Invention Patent	China	VLG

118

No.	Patent name	Application/ registration number	Approval date of registration	Category	Country	Owner
7	A method for manufacturing a built-in antenna of a mobile terminal by using laser direct molding technology	201210538374X	7/29/2015	Invention Patent	China	VLG
8	A folded slot antenna	2013104697250	8/17/2016	Invention Patent	China	VLG
9	A kind of LTE antenna with parasitic element and its manufacturing method	2013105504503	1/27/2016	Invention Patent	China	VLG
10	Signal processing method and system	2016102162052	6/15/2021	Invention Patent	China	Wuxin Technology
11	How to make a fin field effect transistor	2017113257991	6/11/2021	Invention Patent	China	Wuxin Technology
12	Stacked three-dimensional transistors and method of making them	2017113170381	6/11/2021	Invention Patent	China	Wuxin Technology
13	Fabrication of light interference-proof semiconductor chips	2017113987053	5/25/2021	Invention Patent	China	Wuxin Technology
14	Mobile communication terminal	2016105766872	6/11/2021	Invention Patent	China	Wuxin Technology
15	Power device protection chip and preparation method thereof	2018111497425	6/18/2021	Invention Patent	China	Wuxin Technology
16	Power device protection chip and preparation method thereof	2018111511831	6/18/2021	Invention Patent	China	Wuxin Technology
17	Signal transmission power adjustment method and mobile terminal	2015101677061	6/11/2021	Invention Patent	China	Wuxin Technology
18	Power device protection chip and preparation method thereof	2018112874245	6/11/2021	Invention Patent	China	Wuxin Technology
19	Signal processing method and system	2016102162029	6/15/2021	Invention Patent	China	Wuxin Intelligent
20	A kind of power device protection chip and its manufacturing method	2018107469850	6/25/2021	Invention Patent	China	Wuxin Semiconductor
21	Vehicle locator (TBIT-WD-106)	2020302346462	5/20/2020	Design patent	China	TBIT
22	Vehicle locator (TBIT-WD-108)	202030234666X	5/20/2020	Design patent	China	TBIT
23	Vehicle locator (TBIT-WD-215)	2020302346458	5/20/2020	Design patent	China	TBIT
24	Dashboard (TBIT-WP-100)	2020302351704	5/20/2020	Design patent	China	TBIT

119

No.	Patent name	Application/ registration number	Approval date of registration	Category	Country	Owner
25	GPS vehicle locator (TBIT-WD-209)	2019302787335	5/31/2019	Design patent	China	TBIT
26	Pluggable antenna	2016305548489	11/15/2016	Design patent	China	VLG
27	Antenna (measurement type)	2016306128899	12/13/2016	Design patent	China	VLG
28	Wireless charging power bank (P10)	2018300984264	3/16/2018	Design patent	China	VLG
29	Wireless charging stand	2018306339333	11/9/2018	Design patent	China	VLG
30	Vehicle antenna (high precision)	2019304890434	9/5/2019	Design patent	China	VLG
31	Long distance wireless charger	2019306431692	11/21/2019	Design patent	China	VLG
32	Wireless charger stand (car)	2019306413213	11/20/2019	Design patent	China	VLG
33	Car charging pile external antenna	2021300405371	1/20/2021	Design patent	China	VLG
34	A two-way anti-theft alarm single-chip microcomputer fast download program fixture	2017211847059	3/16/2018	Utility model patents	China	TBIT
35	A device for upgrading serial port of single-chip microcomputer and its circuit	2017211929487	3/16/2018	Utility model patents	China	TBIT
36	A battery boost circuit based on LoRa terminal	2017211847190	3/23/2018	Utility model patents	China	TBIT
37	A kind of intelligent electric bicycle central control equipment and intelligent electric bicycle	2017217817771	7/13/2018	Utility model patents	China	TBIT
38	LoRa-based train door monitoring alarm terminal	2018200931295	8/3/2018	Utility model patents	China	TBIT
39	A LoRa-based train door monitoring terminal and its system	2018201768110	8/10/2018	Utility model patents	China	TBIT
40	A low-cost GPS and Beidou conducted signal quality verification device	2018210090991	12/21/2018	Utility model patents	China	TBIT
41	A waterproof intelligent shared motorcycle control terminal	2018210418826	1/4/2019	Utility model patents	China	TBIT
42	A shared bicycle fixed-point parking system	2018218005408	5/28/2019	Utility model patents	China	TBIT
43	A short circuit protection circuit	2018219756404	6/18/2019	Utility model patents	China	TBIT

120

No.	Patent name	Application/ registration number	Approval date of registration	Category	Country	Owner
44	An energy-saving positioning terminal for shared motorcycles working without external power	2018221340505	6/25/2019	Utility model patents	China	TBIT
45	An ultra-long standby positioning device based on NB-IOT	2018219873963	7/2/2019	Utility model patents	China	TBIT
46	A brake lock for an electric bicycle	2019200279836	8/30/2019	Utility model patents	China	TBIT
47	Ultra-long standby locator and NB-IOT network based on NB-IOT network	2019212236070	12/27/2019	Utility model patents	China	TBIT
48	A kind of shared motorcycle intelligent central control test device	2019210363550	2/4/2020	Utility model patents	China	TBIT
49	A rotary USB interface for PCBA board download and debugging	2019212236210	3/27/2020	Utility model patents	China	TBIT
50	A shared scooter 4G positioning terminal	2020214596571	2/9/2021	Utility model patents	China	TBIT
51	A 4G locator for cars	2020215336618	3/30/2021	Utility model patents	China	TBIT
52	An intelligent bluetooth road stud for sharing motorcycles and its system	2020220713888	5/14/2021	Utility model patents	China	TBIT
53	A device for upgrading the central control interface line of a shared motorcycle	2020226170758	5/25/2021	Utility model patents	China	TBIT
54	Photovoltaic semiconductor air conditioner helmet for individual soldier	2020227455425	6/22/2021	Utility model patents	China	TBIT
55	A motor lock test board and a test circuit for simulating a motor lock of an Internet of Things device	2021201677908	9/17/2021	Utility model patents	China	TBIT
56	Antenna bracket nut embedded equipment	2012201937516	11/28/2012	Utility model patents	China	VLG
57	External printed circuit board monopole multi-frequency antenna	2012201936689	11/21/2012	Utility model patents	China	VLG
58	Printed circuit board franklin antenna	2012201937268	11/21/2012	Utility model patents	China	VLG
59	Polyhedral Shrapnel Antenna	2012201937249	11/21/2012	Utility model patents	China	VLG
60	External antenna with switchable operating band	2012201937126	12/5/2012	Utility model patents	China	VLG

121

No.	Patent name	Application/ registration number	Approval date of registration	Category	Country	Owner
61	Slot-loaded built-in PIFA antenna	2012201937018	12/12/2012	Utility model patents	China	VLG
62	A mobile terminal	2012206874871	6/5/2013	Utility model patents	China	VLG
63	A device for adjusting antenna frequency using adjustable capacitor	2012206877475	6/5/2013	Utility model patents	China	VLG
64	Connecting device for connecting mobile phone motherboard and mobile phone flexible circuit board and mobile phone	2012206873968	6/5/2013	Utility model patents	China	VLG
65	A mobile terminal with the function of expanding the antenna bandwidth	2012206877831	6/5/2013	Utility model patents	China	VLG
66	A Planar Inverted-F Antenna	2012206876203	6/12/2013	Utility model patents	China	VLG
67	A folded slot antenna	2013206236786	4/2/2014	Utility model patents	China	VLG
68	A coupled-feed multi-frequency antenna	2013206236983	4/2/2014	Utility model patents	China	VLG
69	An antenna array compatible with Beidou satellite system and GPS frequency band	2013207102628	5/28/2014	Utility model patents	China	VLG
70	An LTE antenna with extended low frequency and high frequency bandwidth	2013207103635	5/28/2014	Utility model patents	China	VLG
71	An LTE antenna with parasitic elements	2013207023931	5/28/2014	Utility model patents	China	VLG
72	A dual-frequency active antenna combined with GPS and GLONASS	2013207100162	7/2/2014	Utility model patents	China	VLG
73	A mobile phone built-in parasitic antenna and mobile phone device with built-in parasitic antenna	2014200343134	8/6/2014	Utility model patents	China	VLG
74	A mobile phone antenna with an inner loop parasitic antenna	2013208172702	6/25/2014	Utility model patents	China	VLG
75	A broadband high-precision satellite positioning terminal antenna	2014200066451	8/6/2014	Utility model patents	China	VLG
76	A dual-polarized broadband high-gain wall-mounted built-in antenna	2014203939680	1/28/2015	Utility model patents	China	VLG

122

No.	Patent name	Application/ registration number	Approval date of registration	Category	Country	Owner
77	A chip built-in antenna matching circuit device	2014204120811	1/28/2015	Utility model patents	China	VLG
78	An omnidirectional broadband high gain PCB antenna	2014207579453	5/20/2015	Utility model patents	China	VLG
79	A circularly polarized transmit-receive antenna for compact field testing	2015205722682	11/25/2015	Utility model patents	China	VLG
80	A metal frame LTE mobile phone antenna	2015205784778	1/6/2016	Utility model patents	China	VLG
81	An antenna and a smart watch applied to a wearable smart watch	2015210295131	6/15/2016	Utility model patents	China	VLG
82	A dual-ground-fed slot-coupled antenna	2015210294092	5/25/2016	Utility model patents	China	VLG
83	A long term evolution external antenna for universal mobile communication technology	2015211287363	7/6/2016	Utility model patents	China	VLG
84	A small high-performance antenna	2016200076147	6/22/2016	Utility model patents	China	VLG
85	An antenna assembly with a multifunctional signal module	2016204652456	5/19/2016	Utility model patents	China	VLG
86	An antenna assembly that can enhance the effect of signal transmission and reception	2016204652545	5/19/2016	Utility model patents	China	VLG
87	A satellite communication antenna based on four-arm helix technology	2016207287223	4/5/2017	Utility model patents	China	VLG
88	A car antenna amplifier	2016207340066	1/4/2017	Utility model patents	China	VLG
89	A snap device for grounding	2016207630266	1/4/2017	Utility model patents	China	VLG
90	A vehicle-mounted antenna with a dual-branch structure	2016207659315	1/25/2017	Utility model patents	China	VLG
91	An integrated vehicle-mounted antenna	2016210784626	5/17/2017	Utility model patents	China	VLG
92	A navigation antenna with low profile and high gain supporting multiple systems	2016211012030	4/12/2017	Utility model patents	China	VLG
93	A pluggable WIFI/BT antenna	2016212062376	8/4/2017	Utility model patents	China	VLG
94	A transceiver antenna for a satellite communication handheld terminal	2016213200072	6/20/2017	Utility model patents	China	VLG

123

No.	Patent name	Application/ registration number	Approval date of registration	Category	Country	Owner
95	A shared bicycle lock with an antenna module	2017202216809	10/31/2017	Utility model patents	China	VLG
96	A built-in FPC antenna structure	201720313973X	12/12/2017	Utility model patents	China	VLG
97	A high-gain dual-frequency antenna unit	2017207154283	1/19/2018	Utility model patents	China	VLG
98	An Internet of Things Antenna for UHF Band	2017210293135	4/27/2018	Utility model patents	China	VLG
99	A multiple frequency suppression antenna	2017216368667	7/31/2018	Utility model patents	China	VLG
100	A High-order Harmonic Suppression Dual-Polarized Antenna	2017216973838	7/31/2018	Utility model patents	China	VLG
101	A wireless charging device	2017216974120	7/17/2018	Utility model patents	China	VLG
102	A bicycle lock antenna device	201721697414X	7/6/2018	Utility model patents	China	VLG
103	An external WIFI dual-band antenna	2018201202413	9/18/2018	Utility model patents	China	VLG
104	A satellite dual-frequency antenna	2018203503063	10/9/2018	Utility model patents	China	VLG
105	A car center console and car	2018208517908	1/15/2019	Utility model patents	China	VLG
106	A smart smoke detector	2018210363382	2/5/2019	Utility model patents	China	VLG
107	A multi-frequency antenna	2018218134269	7/9/2019	Utility model patents	China	VLG
108	A flat antenna	2018219057310	7/2/2019	Utility model patents	China	VLG
109	A kind of automatic induction bracket	2018220170545	9/17/2019	Utility model patents	China	VLG
110	A car center console and car	2018220971401	10/18/2019	Utility model patents	China	VLG
111	A wireless charging device based on infrared detection	2018221521981	9/10/2019	Utility model patents	China	VLG
112	Antenna structure of a mobile terminal and mobile terminal thereof	2018222269466	1/31/2020	Utility model patents	China	VLG
113	An antenna tuning switch circuit	2019200372799	8/20/2019	Utility model patents	China	VLG
114	A structural combination of a mobile power supply and an earphone storage box	2019211185300	4/3/2020	Utility model patents	China	VLG

124

No.	Patent name	Application/ registration number	Approval date of registration	Category	Country	Owner
115	A structure for solving the interference of earphone holder to WIFI antenna	2019215542773	5/19/2020	Utility model patents	China	VLG
116	A device for avoiding mutual interference between vehicle-mounted millimeter-wave radar vehicles	2019219393585	8/21/2020	Utility model patents	China	VLG
117	A vehicle satellite antenna	2020229868865	8/17/2021	Utility model patents	China	VLG
118	A high-precision watch antenna	2019219594391	7/7/2020	Utility model patents	China	VLG
119	A new type of satellite ship-borne antenna	2019219422268	5/26/2020	Utility model patents	China	VLG
120	A vehicle-mounted antenna structure	2020200996969	9/1/2020	Utility model patents	China	VLG
121	A multifunctional bracket inlaid shark fin antenna	2020201004123	7/31/2020	Utility model patents	China	VLG
122	A multifunctional circular BOX combination antenna	202021043213X	4/16/2021	Utility model patents	China	VLG
123	a shark fin antenna	2020216031000	4/13/2021	Utility model patents	China	VLG
124	A wireless charger that automatically finds mobile phones	2020226844892	9/14/2021	Utility model patents	China	VLG
125	T-BOX integrated 5G combined antenna	202120852434X	10/15/2021	Utility model patents	China	VLG

Data Security & Privacy

The ADC protocol is a decentralized wireless LAN networking technology, which could run without the Internet. The ADC protocol itself is safe.

In the cloud platform service, Wuxin Technology assists customers with the cloud platform development, instead of an operation, and all the customer data is preserved on the customer terminal or customer cloud platform. Customers hosting services are also available for their cloud platforms, as well as applications development related to data security and privacy, such as:

•        Obtaining user location information through Apps for providing nearby services

•        Log in through mobile phone verification code

•        Encrypting user password set by message-digest algorithm 5 (“MD5”, which is a cryptographic hash algorithm) to prevent the password leaking; password retrieval by SMS verification code, or E-mail

•        Users log in via E-mail address set

•        Initiate firewall to protect the server for data security

•        Use Cloud Bastion Host for safety protection during all daily O&M

125

Employees

Wuxin Technology had 340 and 323 full-time employees as of Jun30, 2021 and 2020, respectively. As of June 30, 2021, 169 employees were hired through third-party human resources companies.

The following table provides a breakdown of our employees by functions as of Jun30, 2021:

Functions	Number of employees	Percentage
Administration	53	15.6	%
Sales and marketing	45	13.2	%
Research and development	142	41.8	%
Production	100	29.4	%
Total	340	100	%

We are subject to, and comply with, applicable labor law requirements, which may automatically make our employees subject to industry-wide collective bargaining agreements. We believe that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes in the past. None of our employees are represented by labor unions concerning his or her employment.

Facilities

Wuxin Technology’s principal executive office is located in Shenzhen, China under a lease that expires in 2024. In addition, Wuxin Technology’s subsidiary and manufacturing facility is also located in Shenzhen. These offices are leased, and Wuxin Technology does not own any real property. We believe that Wuxin Technology’s current facilities are adequate to meet our current needs.

The main equipment includes:

VLG equipment:    The R&D equipment is mainly anechoic chamber net analyzers and comprehensive testers, which are relatively simple.

TBIT equipment:    High-low constant-temperature test chamber, vibration tester, program-controlled battery tester, electrostatic tester, salt spray test chamber, 8960 comprehensive testers, program-controlled DC power supply, common DC power supply, and other equipment.

Lessor	Lessee	Address	Coverage (m2)	Start date	End date	Rent (RMB)
Shenzhen Taohuayuan Property Operation Co., Ltd.	VLG	3/F & 4/F, Building B5, Taohuayuan Intelligence and Innovation Town, Baoan District, Shenzhen	2,191.05	2020/6/1	2023/5/31	78,220.00*
Shenzhen Taohuayuan Property Operation Co., Ltd.	VLG	309, 410, Building A4, Taohuayuan Intelligence and Innovation Town, Baoan District, Shenzhen	92.58	2021/9/1	2022/8/31	49,992.00
Jiang Quanju	VLG	Workshop K, 1st Floor, Annex Building A, Yicheng Industrial Park, Tiegang Village, Xixiang, Baoan District, Shenzhen		2020/6/1	2022/5/31	85,800.00
Chengdu Third Investment Co., Ltd.	VLG	7-1, 1st Floor, Building1, Phase II, Huidu Headquarters Park, Xinye Road, High-tech West District, Chengdu	170	2017/5/16	2022/5/15	477,135.60

126

Lessor	Lessee	Address	Coverage (m2)	Start date	End date	Rent (RMB)
Topson Electronics (Hangzhou) Co., Ltd.	VLG	Room 101, Block C, 1st Floor, Building3, No. 351, Changhe Road, Changhe Street, Binjiang District, Hangzhou	260.75	2020/12/12	2025/12/15	1,158,369.00
Huizhou Mingshang Hi-Tech Industry Co., Ltd.	VLG Wireless Technology Co., Ltd., Huizhou Branch	5/F, Mingshang Science and Technology Park, Yangwu Section, East of Yeting Avenue, Huiyang District, Huizhou City	1,630.00	2018/6/1	2023/6/1	1,392,672.00
Shenzhen SDG Information Co., Ltd.	Wuxin Technology	1502, 15/F, Tefa Information Technology Building, No. 2 Qiongyu Road, Science Park Community, Yuehai Sub-District, Nanshan District, Shenzhen	440.00	2021/9/15	2024/1/31	25,300.00
Shenzhen SDG Information Co., Ltd.	Wuxin Technology	1501, 15/F, Tefa Information Technology Building, No. 2 Qiongyu Road, Science Park Community, Yuehai Sub-District, Nanshan District, Shenzhen	800.00	2021/2/6	2024/1/31	3,283,200.00
Shenzhen SDG Information Co., Ltd.	TBIT	Unit 1501-1505, Building B, Tefa Information Port Building, No. 2 Kefeng Road, Science Park, Yuehai Sub-District, Nanshan District, Shenzhen	780.07	2019/9/16	2023/9/30	1,769,198.76
Shenzhen Yeming Mold Co., Ltd.	TBIT	Zone C, 4/F, Plant B, Yeming Mould Industrial Park, East of Genyu Road, Tianliao Community, Yutang Sub-District, Guangming New District, Shenzhen	1,500.00	2020/11/1	2022/10/31	220,000.00
Shenzhen Nanhang Electronics Industry Co., Ltd.	Yitianxin	Room 10B, 10/F, Hangkong Electronic Engineering R&D Building, No.7 Langshan Road, High-Tech North Zone, Nanshan District, Shenzhen	200.00	2020/10/1	2025/9/30	1,299,936.00

127

Lessor	Lessee	Address	Coverage (m2)	Start date	End date	Rent (RMB)
Shenzhen Nanhang Electronics Industry Co., Ltd.	Xinsheng	Room 10C, 10/F, Hangkong Electronic Engineering R&D Building, No.7 Langshan Road, High-Tech North Zone, Nanshan District, Shenzhen	337.48	2020/10/1	2025/9/30	2,193,512.16
Wuhan Wuda Science and Technology Parks Co., Ltd.	TBIT	Unit3, 7th Floor, Building B3, Wuhan University Science and Technology Park, University Park Road, New Technology Development Zone, Hubei, Wuhan	473.93	2021/10/1	2023/9/30	602,838.36

____________

*        Before the completion acceptance, the monthly rent is RMB 78,220, and the price will be re-priced after the completion acceptance.

Legal Proceedings

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. As of the date of this prospectus, we are not involved in any legal or administrative proceedings that in the opinion of the management, if determined adversely to us, would have a material adverse effect on our business, financial condition, operating results, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

128

Regulations

Regulations Relating to Product Quality

Products made in mainland China are subject to the Product Quality Law of the People’s Republic of China, which was promulgated on February 22, 1993, last amended on December 29, 2018. According to the Product Quality Law, a manufacturer of a product is responsible to compensate for the damages to any person or property caused by the defect of such a product, unless the manufacturer is able to prove that: (i) it has not circulated the product; (ii) the defect did not exist at the time when the product was circulated; or (iii) scientific or technological knowledge at the time when the product was circulated was not such that it allowed the defect to be discovered.

The Consumer Rights and Interests Protection Law of the People’s Republic of China (the “Consumers Protection Law”) was promulgated on October 31, 1993 and became effective on January 1, 1994. The Consumers Protection Law has been further revised on August 27, 2009 and October 25, 2013. According to the Consumers Protection Law, unless otherwise provided by this law, an operator that provides products or services may bear civil liability in accordance with the Product Quality Law and other relevant laws and regulations.

According to the Administrative Regulations for Compulsory Product Certification, which was promulgated by the General Administration of Quality Supervision, Inspection and Quarantine P.R.C. (the “AQSIQ”) (which has merged into the State Administration for Market Regulation) on July 3, 2009, products specified by the state shall not be delivered, sold, imported or used in other business activities until they are certified (the “Compulsory Product Certification”) and labeled with China Compulsory Certification mark. For products that are subject to Compulsory Product Certification, the state implements unified product catalogs (the “3C Catalog”), unified compulsory requirements, standards and compliance assessment procedures in technical specification, unified certification marks and unified charging standards.

Regulation Relating to Intellectual Property Rights

Regulation on Patents

The National People’s Congress adopted the Patent Law of the People’s Republic of China in 1984 and amended it in 1992, 2000, 2008 and 2020, respectively. A patentable invention, utility model or design must meet three conditions: novelty, inventiveness and practical applicability. Patents cannot be granted for scientific discoveries, rules and methods for intellectual activities, methods used to diagnose or treat diseases, animal and plant breeds or substances obtained by means of nuclear transformation. The Patent Office under the State Intellectual Property Office is responsible for receiving, examining and approving patent applications. A patent is valid for a twenty-year term for an invention and a ten-year term for a utility model or design, starting from the application date. 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, or else the use will constitute an infringement of the rights of the patent holder.

Regulation on Copyright

In accordance with the Copyright Law of the PRC which was promulgated by Standing Committee of the National People’s Congress on September 7, 1990 and last amended on November 11, 2020, and will take effect on June 1, 2021. Chinese citizens, legal persons or other entities own the copyright in their works whether published or not, including written works; oral works; music, comedy arts of talking and singing, dance and acrobatics; work of art and architecture work; photographic works; cinematographic work and work created by the method similar to the film production method; engineering design drawing, product design drawing, map, sketch and other graphic works and model works; computer software and other works specified by laws and administrative regulations. The rights a copyright owner has include but not limited to the following rights of the person and property rights: the right of publication, right of authorship, right of modification, right of integrity, right of reproduction, distribution right, rental right, right of network communication, translation right and right of compilation.

In accordance with the Regulations on the Protection of Computer Software promulgated by the State Council on June 4, 1991 and last amended on January 30, 2013, Chinese citizens, legal persons or other entities own the copyright, including the right of publication, right of authorship, right of modification, right of reproduction, distribution right, rental right, right of network communication, translation right and other right software copyright owners shall have in software developed by them, regard less of whether it has been published. In accordance with the Measures for the

129

Registration of Computer Software Copyright promulgated by the National Copyright Administration on February 20, 2002, software copyrights, exclusive licensing contracts for software copyrights and software copyright transfer contracts shall be registered, and the National Copyright Administration shall be the competent authority for the administration of software copyright registration and designates the Copyright Protection Center of China as a software registration authority. The Copyright Protection Center of China shall grant a registration certificate to a computer software copyright applicant who complies with regulations.

Regulation on Trademark

According to the Trademark Law of the People’s Republic of China, promulgated by the SCNPC in August 1982, and amended in 1993, 2001, 2013 and 2019 respectively, the Trademark Office of China National Intellectual Property Administration is responsible for the registration and administration of trademarks and is also 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.

Regulation on Domain Name

In May 2012, the China Internet Network Information Center issued the Implementing Rules for Domain Name Registration setting forth the detailed rules for registration of domain names. In August 2017, the MIIT promulgated the Administrative Measures on Internet Domain Names, or the Domain Name Measures. The Domain Name Measures regulate the registration of domain names, such as the top-level domain name “.cn”.

PRC Regulation Relating to Stock Incentive Plans

SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, or the Stock Option Rules in February 2012, replacing the previous rules issued by SAFE in March 2007. Under the Stock Option Rules and other relevant rules and regulations, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas-listed company, and complete certain other procedures. The domestic qualified agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the domestic qualified or other material changes. In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests.

In addition, the State Administration of Taxation, or the SAT, has issued certain circulars concerning employee share options or restricted shares. Under these circulars, the employees working in China who exercise share options or are granted restricted shares will be subject to PRC individual income tax. The PRC subsidiaries of such overseas listed company have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If the employees fail to pay or the PRC subsidiaries fail to withhold their income taxes according to relevant laws and regulations, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC government authorities.

PRC Regulations Relating to Foreign Investment

All limited liability companies incorporated and operating in the PRC are governed by the Company Law of the People’s Republic of China, or the Company Law, which was amended and promulgated by the Standing Committee of the National People’s Congress on October26, 2018. However, on December24, 2021, the Standing Committee of the National People’s Congress issued the Company Law of the People’s Republic of China (Draft for Comments) (the “Revised Company Law”), which is now open for public comments. The Revised Company Law further stipulates the establishment and withdrawal of the company, the organizational structure and the capital system of

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the company, and strengthens the responsibilities of shareholders and management personnel and Corporate Social Responsibility. Foreign invested projects must also comply with the Company Law, with exceptions as specified in foreign investment laws.

With respect to the establishment and operation of wholly foreign-owned projects, or WFOE, the MOFCOM and NDRC, promulgated the Special Administrative Measures for the Access of Foreign Investment (Negative List) (2021 Version) (the “2021 Negative List”) on December27, 2021, which will become effective on January1, 2022. The 2021 Negative List will replace the Special Administrative Measures for the Access of Foreign Investment (2020 Version) (the “2020 Negative List”) and serve as the main basis for management and guidance for the MOFCOM to manage and supervise foreign investments. Those industries not set out on the 2021 Negative List shall be classified as industries permitted for foreign investment. None of our businesses are on the 2021 Negative List, nor on the 2020 Negative List. Therefore, the Company is able to conduct its business through its wholly owned PRC Subsidiaries without being subject to restrictions imposed by the foreign investment laws and regulations of the PRC.

The Foreign Investment Law of the People’s Republic of China (the “Foreign Investment Law”) was adopted by the second meeting of the 13th National People’s Congress on March15, 2019, which became effective on January1, 2020. On December 26,2019, the State Council promulgated Regulation for Implementing the Foreign Investment Law of the People’s Republic of China (the “Regulation”), which became effective on January1, 2020.

The Foreign Investment Law and the Regulation apply the administrative system of pre-establishment national treatment plus negative list to foreign investment and clarify the state shall develop a catalogue of industries for encouraging foreign investment to specify the industries, fields, and regions where foreign investors are encouraged and directed to invest, which refers to the Catalogue of Industries for Guiding Foreign Investment Industries (amended in 2020) (the “Catalogue”). Specifically, the special administrative measures to be implemented are the restricted and prohibited industry categories as well as encouraged industry categories having shareholding and executive management requirements prescribed in the Catalogue (the Special Administrative Measures for the Access of Foreign Investment specified in the Catalogue was replaced by the 2020 Negative List, and the Catalogue of Industries for Encouraged Foreign Investment specified in the Catalogue was replaced by the Catalogue of Industries for Encouraged Foreign Investment (2020 Version).

PRC Regulations Relating to Foreign Exchange

General Administration of Foreign Exchange

The principal regulations governing foreign currency exchange in China are the PRC Foreign Exchange Administration Regulations, which were promulgated on January 29, 1996, and most recently amended on August 5, 2008, issued by SAFE and other relevant PRC government authorities. Pursuant to the PRC Foreign Exchange Administration Regulations, RMB is convertible into other currencies for current account items, such as trade-related receipts and payments and payment of interest and dividends. The conversion of RMB into other currencies and remittance of the converted foreign currency outside the PRC for capital account items, such as direct equity investments, loans, and repatriation of investment, requires the prior approval from SAFE or its local office.

Payments for transactions that take place within the PRC must be made in RMB. Unless otherwise approved, PRC companies may not repatriate foreign currency payments received from abroad or retain the same abroad. FIEs may retain foreign exchange in accounts with designated foreign exchange banks under the current account items subject to a cap set by SAFE or its local office. Foreign exchange proceeds under the current accounts may be either retained or sold to a financial institution engaged in settlement and sale of foreign exchange pursuant to relevant SAFE rules and regulations. For foreign exchange proceeds under the capital accounts, approval from SAFE is generally required for the retention or sale of such proceeds to a financial institution engaged in settlement and sale of foreign exchange.

Since 2012, SAFE has promulgated several circulars to substantially amend and simplify the current foreign exchange procedure. Pursuant to the Circular of SAFE on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment, or “SAFE Circular 59,” promulgated by SAFE on November 19, 2012, which became effective on December 17, 2012, and was further amended on May 4, 2015, approval of SAFE is not required for opening a foreign exchange account and depositing foreign exchange into the accounts relating to direct investments. SAFE Circular 59 also simplified foreign exchange-related registration required for foreign investors to acquire the equity interests of Chinese companies and further improve the administration on foreign exchange settlement for FIEs. The Circular on Further Simplifying and Improving the Foreign Currency Management Policy on Direct Investment,

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or “SAFE Circular 13,” effective from June 1, 2015, cancelled the administrative approvals of foreign exchange registration of direct domestic investment and direct overseas investment and simplified the procedure of foreign exchange-related registration. Pursuant to SAFE Circular13, the investors shall register with banks for direct domestic investment and direct overseas investment.

The Circular on Reforming the Management Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise, or “SAFE Circular 19,” which was promulgated by SAFE on March 30, 2015, and became effective on June 1, 2015, provides that an FIE 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). Pursuant to SAFE Circular19, for the time being, FIEs are allowed to settle 100% of their foreign exchange capital on a discretionary basis; an FIE shall truthfully use its capital for its own operational purposes within the scope of business; where an ordinary FIE 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. SAFE later promulgated the Circular on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or “SAFE Circular 16,” effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 or Circular 16 could result in administrative penalties such as restrictions on foreign exchange activities of such enterprises.

According to the Provisional Measures, the Administrative Rules on the Company Registration which was promulgated by the State Council on June 24, 1994, became effective on July 1, 1994, and was most recently amended on February 6, 2016, and other laws and regulations governing the foreign invested enterprises and company registrations, the establishment of a foreign invested enterprise and any capital increase and other major changes in a foreign invested enterprise shall be registered with the State Administration for Market Regulation (the “SAMR”) or its local counterparts, and shall be filed via the foreign investment comprehensive administrative system, or the “FICMIS,” if such foreign invested enterprise does not involve special access administrative measures prescribed by the PRC government.

Pursuant to SAFE Circular 13 and other laws and regulations relating to foreign exchange, when setting up a new foreign invested enterprise, the foreign invested enterprise shall register with the bank located at its registered place after obtaining the business license, and if there is any change in capital or other changes relating to the basic information of the FIE, including without limitation any increase in its registered capital or total investment, the foreign invested enterprise must register such changes with the bank located at its registered place after obtaining approval from or completing the filing with competent authorities. Pursuant to the relevant foreign exchange laws and regulations, the above-mentioned foreign exchange registration with the banks will typically take less than four weeks upon acceptance of the registration application.

Based on the foregoing, if we intend to provide funding to our wholly foreign owned subsidiaries through capital injection at or after their establishment, we must register the establishment of and any subsequent capital increase in our wholly foreign owned subsidiaries with the SAMR or its local counterparts, file such via the FICMIS, and register such with the local banks for the foreign exchange related matters. Once the FIL becomes effective, pursuant to Article 21 of the FIL, foreign investors will be free to remit profits, capital gains, income from asset disposal, or intellectual property royalties into and out of China in accordance with PRC laws. While there have not been any detailed rules issued on this regard, we do not expect that foreign investors will be able to freely remit funds into or out of China without any limitation. However, we do expect that foreign investors will enjoy more convenience when remitting their profits out of China.

Loans by Foreign Companies to their PRC Subsidiaries

A loan made by foreign investors as shareholders in a foreign invested enterprise is considered to be a foreign debt in China and is regulated by various laws and regulations, including the PRC Foreign Exchange Administration Regulations, the Interim Provisions on the Management of Foreign Debts, the Statistical Monitoring of Foreign Debts Tentative Provisions, the Detailed Rules for the Implementation of Provisional Regulations on Statistics and Supervision of External Debt, and the Administrative Measures for Registration of Foreign Debts, together, the

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“Foreign Debts Provisions.” Under the Foreign Debts Provisions, a shareholder loan in the form of a foreign debt made to its PRC subsidiary does not require the prior approval of SAFE. However, such a foreign debt must be registered with and recorded by SAFE or its local branches within 15 business days after entering into the foreign debt contract. Further, the balance of the foreign debts of a foreign invested enterprise shall not exceed the difference between the total investment and the registered capital of the foreign invested enterprise, or the “Total Investment and Registered Capital Balance.”

On January 12, 2017, PBOC issued PBOC Notice No.9, which sets out the statutory upper limit on the foreign debts for PRC non-financial entities, including both FIEs and domestic-invested enterprises. Pursuant to PBOC Notice No.9, the foreign debt upper limit for both foreign-invested and domestic-invested enterprise is calculated as twice the amount of the net asset of such enterprises. As to net assets, the companies shall take the net assets value stated in their latest audited financial statement. PBOC Notice No. 9 does not supersede the Foreign Debts Provisions. Pursuant to PBOC Notice No.9, PBOC and SAFE shall reevaluate the calculation method for FIEs and determine what the applicable calculation method would be. As of the date of this prospectus, neither PBOC nor SAFE has issued and made public any further rules, regulations, notices, or circulars in this regard. It is uncertain which mechanism will be adopted by PBOC and SAFE in the future and what statutory limits will be imposed on us when providing loans to our PRC subsidiaries. Under current practice, the relevant authorities are likely to allow FIEs, such as our PRC subsidiaries, to choose the calculation method either under the Foreign Debts Provisions or PBOC Notice No. 9 until any new regulation is issued. After the FIL becomes effective, however, it is uncertain whether the concept of “total investment” will still exist and whether the foreign debt quota will still be subject to the total Investment and Registered Capital Balance of an FIE or it will be replaced by the new mode introduced under PBOC Notice No. 9. As of the date of this prospectus, our PRC subsidiaries do not have any foreign debts owed to their foreign investor Energy Holdings.

Dividend Distribution

The principal laws and regulations regulating the distribution of dividends by FIEs in the PRC include the FIL and PRC Company Law and their implementation regulations. Under the current regulatory regime in the PRC, FIEs in the PRC may pay dividends only out of their retained earnings, if any, determined in accordance with the PRC accounting standards and regulations. A PRC company is required to set aside at least 10% of its after-tax profits as statutory reserve funds, until the cumulative amount of such reserve funds reaches 50% of its registered capital, unless laws regarding foreign investment provide otherwise. A PRC company shall not distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.

Regulations on Offshore Parent Holding Companies’ Direct Investment in and Loans to Their PRC Subsidiaries

An offshore company may invest equity in a PRC company, which will become the PRC subsidiary of the offshore holding company after investment. Such equity investment is subject to a series of laws and regulations generally applicable to any foreign-invested enterprise in China, all as amended from time to time, and their respective implementing rules; the Administrative Provisions on Foreign Exchange in Domestic Direct Investment by Foreign Investors; and the Notice of the State Administration on Foreign Exchange on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment. Under the aforesaid laws and regulations, the increase of the registered capital of a foreign-invested enterprise is subject to the prior approval by the original approval authority of its establishment. In addition, the increase of registered capital and total investment amount shall both be registered with SAIC and SAFE. Shareholder loans made by offshore parent holding companies to their PRC subsidiaries are regarded as foreign debts in China for regulatory purpose, which is subject to a number of PRC laws and regulations, including the PRC Foreign Exchange Administration Regulations, the Interim Measures on Administration on Foreign Debts, the Tentative Provisions on the Statistics Monitoring of Foreign Debts and its implementation rules, and the Administration Rules on the Settlement, Sale and Payment of Foreign Exchange. Under these regulations, the shareholder loans made by offshore parent holding companies to their PRC subsidiaries shall be registered with SAFE.

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PRC Regulations Relating to Offshore Investments by PRC Residents

SAFE promulgated the SAFE Circular 37 in July 2014 that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore SPV undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.

The SAFE Circular 37 was issued to replace Circular 75 (the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Round-trip Investments via Overseas Special Purpose Vehicles). SAFE further enacted the Notice on Further Simplifying and Improving the Foreign Exchange Management Policies for Direct Investment effective from June 1, 2015, which allows PRC residents or entities to register with qualified banks in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. However, remedial registration applications made by PRC residents that previously failed to comply with the SAFE Circular 37 continue to fall under the jurisdiction of the relevant local branch of SAFE. In the event that a PRC shareholder holding interests in a SPV fails to fulfill the required SAFE registration, the PRC subsidiaries of that SPV may be prohibited from distributing profits to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the SPV may be restricted in its ability to contribute additional capital into its PRC subsidiary. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls. As of the date of this prospectus, four of our beneficial owners who are PRC residents have completed the registrations required by the SAFE Circular 37.

PRC Regulations on Mergers and Acquisitions and Overseas Listing

On December24, 2021, the China Securities Regulatory Commission, or the CSRC, issued Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Administration Provisions”), and the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Measures”), which are now open for public comments.

The Administration Provisions and Measures for overseas listings lay out specific requirements for filing documents and include unified regulation management, strengthening regulatory coordination, and cross-border regulatory cooperation. Domestic companies seeking to list abroad must carry out relevant security screening procedures if their businesses involve such supervision. Companies endangering national security are among those off-limits for overseas listings.

According to Relevant Officials of the CSRC Answered Reporter Questions (“CSRC Answers”), after the Administration Provisions and Measures are implemented upon completion of public consultation and due legislative procedures, the CSRC will formulate and issue guidance for filing procedures to further specify the details of filing administration and ensure that market entities could refer to clear guidelines for filing, which means it will still take time to put the Administration Provisions and Measures into effect. As the Administration Provisions and Measures have not yet come into effect, the Company is currently unaffected by them.

However, according to CSRC Answers, only new initial public offerings and refinancing by existing overseas listed Chinese companies will be required to go through the filing process; other existing overseas listed companies will be allowed a sufficient transition period to complete their filing procedure, which means the Company will certainly go through the filing process in the future, perhaps because of refinancing, or after being given a sufficient transition period to complete the filing procedure as an existing overseas listed Chinese company.

In August 2006, six PRC regulatory authorities, including the CSRC, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, amended in June 2009. The M&A Rules, among other things, require that if an overseas company established or controlled by PRC companies or individuals, or PRC Citizens, intends to acquire equity interests or assets of any other PRC domestic company affiliated with the PRC Citizens, such acquisition must be submitted to the MOFCOM for approval. The M&A Rules also require that an Overseas SPV formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such Overseas SPV’s securities on an overseas stock exchange.

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Our PRC legal counsel, Dentons Shanghai, has advised us that, based on its understanding of the current PRC laws and regulations, our corporate structure and arrangements are not subject to the M&A Rules. However, our PRC legal counsel has further advised us that there are substantial uncertainties as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering, and its 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.

PRC Regulations Relating to Taxation

Enterprise Income Tax

The PRC Enterprise Income Tax Law was promulgated in March 2007 and was most recently amended in December 2018. The PRC Enterprise Income Tax Law applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises, except where tax incentives are granted to special industries and projects. Under the PRC Enterprise Income Tax Law, an enterprise established outside China with “de facto management bodies” within China is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. Under the implementation regulations to the PRC Enterprise Income Tax Law, a “de facto management body” is defined as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise.

In April 2009, the Ministry of Finance, or MOF, and SAT jointly issued the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring Business, or the Circular 59. In December 2009, SAT issued the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or the Circular 698. Both Circular 59 and Circular 698 became effective retroactively as of January 2008. In March 2011, SAT issued the Notice on Several Issues Regarding the Income Tax of Non-PRC Resident Enterprises, or the SAT Circular24, effective in April 2011. By promulgating and implementing these circulars, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-resident enterprise.

In February 2015, SAT issued the Notice on Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-PRC Resident Enterprises, or the SAT Circular7, to supersede existing provisions in relation to the indirect transfer as set forth in Circular 698, while the other provisions of Circular 698 remain in force. SAT Circular 7 introduces a new tax regime that is significantly different from that under Circular 698. SAT Circular 7 extends its tax jurisdiction to capture not only indirect transfers as set forth under Circular 698 but also transactions involving transfer of immovable property in China and assets held under the establishment, and placement in China, of a foreign company through the offshore transfer of a foreign intermediate holding company. SAT Circular 7 also addresses transfer of the equity interest in a foreign intermediate holding company broadly. In addition, SAT Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and introduces safe harbor scenarios applicable to internal group restructurings. However, it also brings challenges to both the foreign transferor and transferee of the indirect transfer as they have to determine whether the transaction should be subject to PRC tax and to file or withhold the PRC tax accordingly. In October 2017, SAT issued the Announcement on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or the SAT Circular37, amended in June 2018. The SAT Circular 37 superseded the Non-resident Enterprises Measures and SAT Circular 698 as a whole and partially amended some provisions in SAT Circular 24 and SAT Circular 7. SAT Circular 37 purports to clarify certain issues in the implementation of the above regime, by providing, among others, the definition of equity transfer income and tax basis, the foreign exchange rate to be used in the calculation of withholding amount, and the date of occurrence of the withholding obligation. Specifically, SAT Circular 37 provides that where the transfer income subject to withholding at source is derived by a non-PRC resident enterprise in installments, the installments may first be treated as recovery of costs of previous investments. Upon recovery of all costs, the tax amount to be withheld must then be computed and withheld.

Value-Added Tax

The Provisional Regulations of the PRC on Value-Added Tax were promulgated by the State Council on December 13, 1993, came into effect on January 1, 1994, and were last amended on November 19, 2017, and the Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-Added Tax was promulgated by the Ministry of Finance on December 15, 2008, effective on January 1, 2009, and amended on October 28, 2011 (collectively, the “VAT Laws”). On November 19, 2017, the State Council promulgated the Decisions on Abolishing the Provisional

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Regulations of the PRC on Business Tax and Amending the Provisional Regulations of the PRC on Value-Added Tax, or the “Order 691.” According to the VAT Laws and the Order 691, 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 value-added taxes. The valued-added tax rates generally applicable are simplified as 13%, 9%, 6%, and 0%, and the value-added tax rate applicable to the small-scale taxpayers is 3%.

Tax Incentives

On January 29, 2016, the PRC Ministry of Science and Technology, the Ministry of Finance, and the SAT jointly enacted the Administrative Measures for Certification of High and New Technology Enterprises (2016 Amendment) (the “Measures for High-Tech Enterprises”), which repealed the previous measures issued in 2008, and became effective retroactively on January 1, 2016. Under the EIT Law and the Measures for High-Tech Enterprises, certain qualified high-tech companies may benefit from a preferential tax rate of 15% if they own core intellectual properties and their business fall into certain industries that are strongly supported by the PRC government and recognized by certain departments of the State Council. Khingan Forasen was granted the HNTE qualification effective on November 15, 2016, for a three-year term, and enjoyed a preferential enterprise income tax rate of 15% during this period. Khingan Forasen’s HNTE qualification was reapproved on December 3, 2019 and Khingan Forasen continues to enjoy the reduced income tax rate for the next three years. There can be no assurance, however, that Khingan Forasen will continue to meet the qualifications and successfully renew its HNTE qualification upon its expiry. In addition, there can be no guaranty that relevant governmental authorities will not revoke Khingan Forasen’s HNTE status in the future.

Since the 1980s, the PRC has incentivized the “comprehensive utilization of resources,” which means using nonhazardous wastes as inputs to production, to create environmental benefits by avoiding disposal impacts, mitigating manufacturing impacts, and conserving undeveloped resources. Pursuant to the Notice on the Issues Concerning the Implementation of the Catalogue of Comprehensive Utilization of Resources Entitling Enterprises to Income Tax Preferences issued by the Ministry of Finance and the SAT on September 23, 2008, effective retrospectively on January 1, 2008, the EIT Law, and other relevant rules and regulations, incomes gained by an enterprise from producing products that are in compliance with the relevant national or industrial standards by using resources listed in the catalogue as main raw materials, are subject to a 10% reduction in calculating its taxable income. Khingan Forasen’s production of biomass electricity enjoys such a tax incentive. Further, according to the Notice of the Ministry of Finance and the SAT on Issuing the Catalogue of Value-Added Tax Preferences for Products and Labor Services for Comprehensive Utilization of Resources Incomes (the “Comprehensive Utilization of Resources Catalogue”) promulgated on June 12, 2015, and effective on the same day, taxpayers who are engaged in the sale of products made by themselves and the provision of services through comprehensive utilization of resources as listed in the Comprehensive Utilization of Resources Catalogue may enjoy the benefit of an immediate refund upon their payments of value-added taxes. Khingan Forasen’s use of forestry residues in the productions of activated carbon, which is listed in the Comprehensive Utilization of Resources Catalogue referred above, allows Khingan Forasen to enjoy a 70% refund upon its payment of value-added taxes each time.

Dividend Withholding Tax

The EIT Law 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%.

However, based on the SAT Circular 81 promulgated on February 20, 2009, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such a 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. The SAT further released several circulars including the Notice on How to Understand and Recognize the “Beneficial Owner” in Tax

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Treaties (the “SAT Circular 601) which listed seven unfavorable factors for the determination of “beneficial owner,” and the Announcement on the Recognition of the “Beneficial Owner” in Tax Treaties (the “SAT Announcement 30”) which provided a safe harbor rule for qualified non-tax residents to enjoy treaty benefits on dividends. Nevertheless, taxpayers and local-level tax authorities in China encountered numerous technical and practical problems when dealing with beneficial owner related cases due to lack of clearer guidance.

The SAT Circular 601 and the SAT Announcement 30 were abolished by the Circular on Relevant Questions Regarding the “Beneficial Owner” in Tax Treaties, which was issued on February 3, 2018, by the SAT and became effective on April 1, 2018 (the “SAT Circular 9”). According to the SAT Circular9, 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 will be taken into account and analyzed according to the actual circumstances of the specific cases, including without limitation, whether the applicant is obligated to pay more than 50% of his or her income in 12 months to residents in a 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 grants tax exemption on relevant incomes or levies tax at an extremely low rate. The SAT Circular 9 further provides that applicants who intend to prove their 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 Bulletin 7.” Pursuant to SAT Bulletin7, 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 consists 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 the SAT Bulletin7, where the payer 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 taxes will subject the transferor to default interest. The SAT Bulletin 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 Circular37, 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 the SAT Bulletin 7. The SAT Bulletin 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 subsidiary where non-resident enterprises, being the transferors, were involved. See “Risk Factors — Risks Related to Doing Business in the PRC — We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.”

Regulations Related to Employment and Social Welfare — Social Insurance and Housing Fund

The Labor Law of the People’s Republic of China, or the Labor Law, which became effective in January 1995 and was amended in 2018, and the Employment Contract Law of the People’s Republic of China, or the Employment Contract Law, effective in January 2008 and amended in 2012, require employers to provide written contracts to their employees, restrict the use of temporary workers and aim to give employees long-term job security. Employers must pay their employees’ wages equal to or above local minimum wage standards, establish labor safety and workplace sanitation systems, comply with state labor rules and standards and provide employees with appropriate training on workplace safety. In September 2008, the State Council promulgated the Implementing Regulations for the PRC Employment Contract Law which became effective immediately and interprets and supplements the provisions of the Employment Contract Law.

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Under the Labor Contract Law, an employer shall limit the number of dispatched workers so that they do not exceed a certain percentage of its total number of workers. In January 2014, the MOHRSS issued the Interim Provisions on Labor Dispatching, which became effective in March 2014, pursuant to which it provides that the number of dispatched workers used by an employer shall not exceed 10% of the total number of its employees.

The PRC governmental authorities have passed a variety of laws and regulations regarding social insurance and housing funds from time to time, including, among others, the Social Insurance Law of the People’s Republic of China, the Regulation of Insurance for Labor Injury, the Regulations of Insurance for Unemployment, the Provisional Insurance Measures for Maternal Employees, the Interim Administrative Provisions on Registration of Social Insurance and the Administrative Regulations on the Housing Provident Fund. Pursuant to these laws and regulations, enterprises in the PRC shall provide their employees with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, occupational injury insurance and medical insurance, as well as housing fund and other welfare plans. Failure to comply with such laws and regulations may result in various fines and legal sanctions and supplemental contributions to the local social insurance and housing fund regulatory authorities.

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MANAGEMENT

Set forth below is information concerning our directors, executive officers, and other key employees.

Name	Age	Position(s)
Lianqi Liu	46	Chief Executive Officer, Director, and Chairman
Yang Guo	42	Chief Financial Officer
Zhiyong Liu	46	Chief Technology Officer, Chief Scientist, and Director Nominee*
Shaomei Zhang	40	Independent Director Nominee*
Hui Joseph Zou	58	Independent Director Nominee*
Fei Chen	30	Independent Director Nominee*

____________

*        The appointment of each director nominees will be effective upon the effectiveness of this registration statement.

The following is a brief biography of each of our executive officers, directors and director nominees:

Lianqi Liu.    Mr.Liu is currently the sole director and the Chief Executive Officer of the Company. Mr.Liu has been engaged in smart home, smart hotel, smart building system design and system integration since 1998. He is a pioneer in China’s IoT industry. Since 2000, he has participated in the design and construction of Shenzhen metropolitan area network (“MAN”), Residential Network of China Great Wall Broadband, China’s MAN and Customer Premise Networks (“CPN”). In addition, Mr.Liu is also an expert in IoT networking architecture and the inventor of the ADC protocol. In 2005, he founded Wuxin Technology. From 2001 to 2005, Mr.Liu served as the technical director of Great Wall Broadband in Shenzhen. From 1998 to 2001, Mr.Liu served as the chief engineer of ZTE Technology Park Base, Huadu District Government and other intelligent system integration projects, helping ZTE successfully open up relevant markets. Mr.Liu graduated from Henan Institute of Technology in 1998, majoring in Computer Science, and studied in the EMBA training course of Sun Yat-Sen University from September 2018 to July 2019.

Yang Guo.    Mr.Guo is currently the Chief Financial Officer of the Company. Mr.Guo has worked as the Chief Financial Officer of Wuxin Technology in January 2018. From December 2015 to December 2017, Mr.Guo has served as the Executive Vice President and Chief Financial Officer and Chief Accountant at Guangzhou Jiuzhang Information Technology Co., Ltd. From May 2012 to December 2015, Mr.Guo served as Chief Financial Officer at Huashitong Biomedical Technology (Wuhan) Co., Ltd. From October 2009 to May 2012, Mr.Guo served as an investment manager at China Merchants Xiangjiang Investment Management Co., Ltd. From 2005 to 2009, Mr.Guo worked as a senior auditor in the audit and assurance services department of Ernst & Young. Mr.Guo is a member of the Association of Chartered Certified Accountants in the United Kingdom (ACCA). Mr.Guo earned his master’s degree in accounting from Zhongnan University of Economics and Law in 2004, and his bachelor’s degree in financial management from Jiangxi University of Finance and Economics in 2001.

Zhiyong Liu.    Mr.Liu is currently the Chief Technology Officer and the Chief Scientist of the Company. Mr.Liu will become a director of the Company upon the effectiveness of the registration statement of which this prospectus forms a part. Mr.Liu joined Wuxin Technology in 2015 and has led the R&D team of Wuxin Technology, focusing on the research and development of the ADC protocol. Mr.Liu is currently a doctoral supervisor of the Institute of Automation, Chinese Academy of Sciences (“CAS”), and has worked as a professor at the School of Artificial Intelligence, University of CAS since 2013. In addition, he works as a member at the State Key Laboratory of Complex System Management and Control of the Institute of Automation at CAS. Mr.Liu earned his Ph.D. in computer science & engineering from the Chinese University of Hong Kong in 2003. Mr.Liu earned his master’s degree in pattern recognition and intelligent systems from Institute of Automation, CAS in 2000, and his bachelor’s degree in telecom engineering from Tianjin University in 1997.

Shaomei Zhang.    Ms. Zhang will become an independent director of the Company upon the effectiveness of the registration statement of which this prospectus forms a part. Ms. Zhang has been an independent director of Wuxin Technology since 2019. Ms. Zhang has served as the vice director of Shenzhen Nanshan Exchange Center since December 2021. From May 2018 to December 2021, Ms. Zhang served as the Deputy Director of Shekou Sub-district Overseas Personnel Management Service Center. From February 2015 to May 2018, Ms. Zhang was a staff of Shekou Street Shenzhen Bay Community Party and Mass Service Center. From January 2013 to February 2015, Ms. Zhang was a staff of Shekou Street Haichang Community Party and Mass Service Center. Ms. Zhang joined Wuxin Technology since 2019 as a director. Ms. Zhang graduated from Jiangxi Qinglin College majoring in English in 2006, and graduated from Tianjin University majoring in financial management in 2018.

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Hui Joseph Zou.    Mr.Zou will become an independent director of the Company upon the effectiveness of the registration statement of which this prospectus forms a part. Mr.Zou has a profound academic background in biomedical engineering. Mr.Zou joined Wuxin Technology as an independent director in 2018. Since 2013, Mr.Zou has served as the Viral Vector Core Coordinator at the Horae Gene Therapy Center at the University of Massachusetts Medical School (“UMMS”). From 2008 to 2011, Mr.Zou served as Assistance Director of the UMMS — China Program. Mr.Zou obtained his Doctor of Philosophy degree from Old Dominion University in 1995. Mr.Zou obtained his master’s degree in biomedical engineering from Tianjin University in 1989, and his bachelor’s degree in biomedical engineering from Tianjin University in 1986.

Fei Chen.    Ms. Chen will become an independent director of the Company upon the effectiveness of the registration statement of which this prospectus forms a part. Ms. Chen is a member of the China Lawyers Association. Ms. Chen has been working in Anhui Xu Jiguang Law Firm as an associate since 2015. Ms. Chen obtained her bachelor’s degree in law from Anhui University in 2012 and her master’s degree in civil and commercial law from Guangdong University of Finance and Economics in 2019. Ms. Chen also expects to receive her master’s degree of laws from the University of Melbourne in April 2022.

Family Relationships

None of the other directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Board of Directors

Currently, Mr. Lianqi Liu is our sole director. Our board of directors will consist of five directors upon effectiveness of this registration statement.

Duties of Directors

Under Cayman Islands law, all of our directors owe three types of duties to us: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Companies Act imposes a number of statutory duties on a director. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and separately a duty of care, diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not properly fetter the exercise of future discretion; (iv) duty to exercise powers fairly as between different classes of shareholders; (v) duty to exercise independent judgment; and (vi) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. Our Articles of Association have varied this last obligation by providing that a director must disclose the nature and extent of his or her interest, including those that may be a material interest, in any contract or arrangement, and following such disclosure and subject to any restriction/disqualification where the interest is material or any separate requirement under applicable law or the listing rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting, such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting. In comparison, under the Delaware General Corporation Law, a director of a Delaware corporation owes fiduciary duties to the corporation and its stockholders comprised of the duty of care and the duty of loyalty. Such duties prohibit self-dealing by a director and mandate that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. We have the right to seek damages if a duty owed by any of our directors is breached.

Terms of Directors and Executive Officers

Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for re-election. All of our executive officers are appointed by and serve at the discretion of our board of directors.

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Qualification

There is currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our shareholders by ordinary resolution.

Insider Participation Concerning Executive Compensation

Mr. Lianqi Liu will be making all determinations regarding executive officer compensation from the inception of the Company up until the time when our compensation committee is set up (please see discussion below).

Committees of the Board of Directors

Although the Nasdaq Capital Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country, we intend to comply with the Nasdaq Capital Market corporate governance listing standards, as applicable, and have established an audit committee, a compensation committee, and a nominating and corporate governance committee. The appointment to the committees will be effective immediately prior to the effective date of the registration statement of which this prospectus forms a part. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee.    Our audit committee will consist of Shaomei Zhang, Zhiyong Liu, and Hui Joseph Zou, and will be chaired by             . We have determined that these three individuals satisfy the “independence” requirements of Nasdaq Rule 5605 and Rule 10A-3 under the Securities Exchange Act of 1934. We have determined that qualifies as an “audit committee financial expert.” The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

•        selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;

•        reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

•        reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

•        discussing the annual audited financial statements with management and the independent registered public accounting firm;

•        reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;

•        annually reviewing and reassessing the adequacy of our audit committee charter;

•        meeting separately and periodically with management and the independent registered public accounting firm; and

•        reporting regularly to the board.

Compensation Committee.    Our compensation committee will consist of Shaomei Zhang, Zhiyong Liu, and Hui Joseph Zou, and will be chaired by             . We have determined that these three individuals satisfy the “independence” requirements of Nasdaq Rule 5605 and Rule 10A-3 under the Securities Exchange Act of 1934. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon. The compensation committee will be responsible for, among other things:

•        reviewing the total compensation package for our executive officers and making recommendations to the board;

•        reviewing the compensation of our non-employee directors and making recommendations to the board with respect to it; and

•        periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.

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Nominating and Corporate Governance Committee.    Our nominating and corporate governance committee will consist of Shaomei Zhang, Zhiyong Liu, and Hui Joseph Zou, and will be chaired by             . We have determined that these three individuals satisfy the “independence” requirements of Nasdaq Rule 5605 and Rule 10A-3 under the Securities Exchange Act of 1934. The nominating and corporate governance committee will assist the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:

•        recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board;

•        reviewing annually with the board the current composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us;

•        selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; and

•        monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Corporate Governance

Our board of directors will adopt a code of business conduct and ethics, which is applicable to all of our directors, officers and employees. We will make our code of business conduct and ethics publicly available on our website prior to the initial closing of this Offering.

Compensation of Directors and Executive Officers

For the fiscal year ended June 30, 2021, we paid approximately an aggregate of US$0.4million as compensation to our executive officers and directors. None of our non-employee directors have any service contracts with us that provide for benefits upon termination of employment. We have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to our directors and executive officers. Our PRC subsidiary are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance, and other statutory benefits and a housing provident fund.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of the Ordinary shares offered in this Offering, for

•        each of our directors and executive officers who beneficially own our ordinary shares; and

•        each person known to us to own beneficially more than 5% of our ordinary shares.

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. The percentage of beneficial ownership of each listed person prior to this Offering is based on 11,654,000 Class A Ordinary Shares and 22,346,000 Class B Ordinary Shares issued and outstanding. Immediately prior to the effectiveness of the registration statement of which this prospectus is a part. Percentage of beneficial ownership of each listed person after this Offering includes ordinary shares outstanding immediately after the completion of this Offering.

The number and percentage of ordinary shares beneficially owned after the Offering are based on the ordinary shares outstanding following the sale of ordinary shares. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of 5% or more of our ordinary shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of the ordinary shares beneficially owned by a person listed below and the percentage ownership of such person, ordinary shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all ordinary shares shown as beneficially owned by them. As of the date of the prospectus, we have five shareholders of record, none of which are located in the United States. We will be required to have at least 300shareholders at closing in order to satisfy the Nasdaq listing standards.

	Shares Beneficially Owned Prior to the Offering(1)(2)					% of Total Voting Power Prior to the Offering		Shares Beneficially Owned After the Offering(3)					% of Total Voting Power After the Offering
	Class A Ordinary Shares		Class B Ordinary Shares					Class A Ordinary Shares		Class B Ordinary Shares
	Number	%	Number	%				Number	%	Number	%
Directors and Executive Officers:
Lianqi Liu	—	—	13,600,000	60.86	%	57.84	%	—	—	13,600,000	57.84	%	%
Shaomei Zhang	—	—	—	—		—		—	—	—	—		—
Zhiyong Liu	—	—	—	—		—		—	—	—	—		—
Yang Guo	—	—	—	—		—		—	—	—	—		—
Hui Joseph Zou	—	—	—	—		—		—	—	—	—		—
Fei Chen	—	—	—	—		—		—	—	—	—		—
All Directors and Executive Officers	—	—	13,600,000	60.86	%	57.84	%	—	—	13,600,000	57.84	%	%
5% Shareholders:
Liu Family Investment Ltd.(4)	—	—	13,600,000	60.86	%	57.84	%	—	—	13,600,000	57.84	%	%
Wu Weifeng Investments II, Ltd.(5)	—	—	1,996,000	8.93	%	8.49	%	—	—	1,996,000	8.93	%	%
Best Award Global II, Ltd.(6)	—	—	1,996,000	8.93	%	8.49	%	—	—	1,996,000	8.93	%	%
Chen Meiling Investments II, Ltd.(7)	—	—	1,800,000	8.06	%	7.66	%	—	—	1,800,000	8.06	%	%
Li Jian Investments II, Ltd.(8)	—	—	1,754,000	7.85	%	7.46	%	—	—	1,754,000	7.85	%	%
Adrian Global Investments II, Ltd.(9)	—	—	1,200,000	5.37	%	5.1	%	—	—	1,200,000	5.37	%	%

____________

*         Less than 1%.

(1)      Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the common shares. All shares represent only common shares held by shareholders as no options are issued or outstanding.

(2)      Each Class A Ordinary Share has one (1) vote per share. Each Class B Ordinary Share has ten (10) votes per share.

(3)      Assuming no over-allotment options are exercised.

(4)      Liu Family Investment Ltd. is incorporated in British Virgin Islands and is wholly owned by, our chairman Mr. Lianqi Liu. The registered address of Liu Family Investment Ltd. is P.O. Box 986, Road Town, Tortola, British Virgin Islands.

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(5)      Wu Weifeng Investments II, Ltd. is incorporated in British Virgin Islands and is wholly owned and controlled by Weifeng Wu. The registered address of Wu Weifeng Investments II, Ltd. is P. O. Box 986, Road Town, Tortola, British Virgin Islands.

(6)      Best Award Global II, Ltd. is incorporated in British Virgin Islands and is wholly owned and controlled by thirteen individual shareholders whose voting power ranges from 0.60% to 27.52%. There is no shared voting power or dispositive power in respect with the 1,996,000 Class A Ordinary Shares. The registered address of Best Award Global II, Ltd. is P. O. Box 986, Road Town, Tortola, British Virgin Islands.

(7)      Chen Meiling Investments II, Ltd. is incorporated in British Virgin Islands and is wholly owned and controlled by Meilin Chen. The registered address of Chen Meiling Investments II, Ltd. is P. O. Box 986, Road Town, Tortola, British Virgin Islands.

(8)      Li Jian Investments II, Ltd. is incorporated in British Virgin Islands and is wholly owned and controlled by Jian Li. The registered address of Li Jian Investments II, Ltd. is P. O. Box 986, Road Town, Tortola, British Virgin Islands.

(9)      Adrian Global Investments II, Ltd. is incorporated in British Virgin Islands and is wholly owned and controlled by Qing Ouyang. The registered address of Adrian Global Investments II, Ltd. is P. O. Box 986, Road Town, Tortola, British Virgin Islands.

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RELATED PARTY TRANSACTIONS

1)    Nature of relationships with related parties:

Name	Relationship with the Company
Lianqi Liu	Principal shareholder and director of the Company
Xiaofang Suo	Immediate family member of Lianqi Liu
Yuyuan Lai	Director of Wuxin Technology
Hanrong Liu	Director of Wuxin Technology
Yili Jiang	Director of Wuxin Technology
Xiaobin Zhan	Director of Wuxin Technology
Wentao Ge	Director of Wuxin Technology
Sisi Li	Director of Wuxin Technology
Bian Investment (Shenzhen) Co., Ltd. and its subsidiaries	5% or greater Shareholders
Shenzhen Yitian Technology Co., Ltd.	Company controlled by Yili Jiang
Shenzhen Youzhi Hulian Co., Ltd.	Company controlled by Yili Jiang
Shenzhen Youqu Electronics Co., Ltd.	Company controlled by Wentao Ge

2)    Related party transactions

For the year ended June 30, 2021, the Company’s related parties provided working capital to support the Company’s operations when needed. The borrowings were unsecured, due on demand, and interest free. The Company also lent working capital to its related parties. The following table summarizes borrowing transactions with the Company’s related parties:

Name of Related Parties	Borrowing Amount		Lending Amount
Xiaobin Zhan	$	1,174,104	$	963,034
Bian Investment (Shenzhen) Co., Ltd. and its subsidiaries		980,918		1,221,878
Yili Jiang		802,662		1,066,089
Lianqi Liu		681,312		392,441
Shenzhen Yitian Technology Co., Ltd.		593,260		705,253
Shenzhen Youqu Electronics Co., Ltd.		188,153		17,705
Wentao Ge		75,242		709,948
Yuyuan Lai		—		118,062
Shenzhen Youzhi Hulian Co., Ltd.		—		60,537
Hanrong Liu		—		5,297
Total	$	4,495,651	$	5,260,244

For the year ended June 30, 2021, the Company generated revenue of $1,421,730 from its related party, Shenzhen Yitian Technology Co., Ltd. For the year ended June 30, 2021, the Company generated revenue of $502,969 from its related party, Shenzhen Youqu Electronics Co., Ltd.

As of June 30, 2021, a total of $1,902,447 bank loans were guaranteed by, or pledged by the personal assets owned by, the Company’s related parties, Mr. Wentao Ge and Mr. Yili Jiang. No guarantee fee was charged by Mr. Ge Wentao and Mr. Jiang Yili for the guarantees for the year ended June 30, 2021.

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For the year ended June 30, 2020, the Company’s related parties provided working capital to support the Company’s operations when needed. The borrowings were unsecured, due on demand, and interest free. The Company also lent working capital to its related parties. The following table summarizes borrowing and lending transactions with the Company’s related parties:

Name of Related Parties	Borrowing Amount		Lending Amount
Yili Jiang	$	830,507	$	821,478
Xiaobin Zhan		735,405		719,586
Lianqi Liu		185,680		59,636
Yuyuan Lai		25,607		267,466
Shenzhen Yitian Technology Co., Ltd.		9,958		49,792
Shenzhen Youqu Electronics Co., Ltd.		1,892		400,964
Sisi Li		—		567,623
Wentao Ge		—		9,200
Total	$	1,789,049	$	2,895,745

For the year ended June 30, 2021, the Company generated revenue of $9,203 from its related party, Shenzhen Youqu Electronics Co., Ltd.

As of June 30, 2020, a total of $1,645,596 bank loans were guaranteed by, or pledged by the personal assets owned by, the Company’s related parties, Mr. Wentao Ge. No guarantee fee was charged by Mr. Wentao Ge for the guarantees during the year 2020.

3)    Related party balances

Net outstanding balances with related parties consisted of the following as of June 30, 2021 and 2020:

Accounts	Name of Related Parties	2021		2020
Due from related parties	Wentao Ge	$	638,350	$	—
Due from related parties	Shenzhen Youqu Electronics Co., Ltd.		318,894		450,078
Due from related parties	Bian Investment (Shenzhen) Co., Ltd. and its subsidiaries		246,460		—
Due from related parties	Shenzhen Yitian Technology Co., Ltd.		157,892		39,551
Due from related parties	Shenzhen Youzhi Hulian Co., Ltd.		61,919		—
Due from related parties	Yuyuan Lai		12,019
Due from related parties	Hanrong Liu		5,418		—
Due from related parties	Lianqi Liu		—		100,905
Net due from related parties		$	1,440,952	$	590,534

Accounts	Name of Related Parties	2021		2020
Due to related parties	Xiaobin Zhan	$	335,433	$	109,085
Due to related parties	Lianqi Liu		184,884		—
Due to related parties	Yili Jiang		181,200		411,212
Due to related parties	Yuyuan Lai		—		99,224
Due to related parties	Wentao Ge		—		9,896
Net due to related parties		$	701,517	$	629,417

Accounts	Name of Related Parties	2021		2020
Accounts receivable	Shenzhen Yitian Technology Co., Ltd.	$	1,223,557	$	—
Advance from customers	Shenzhen Youqu Electronics Co., Ltd.		38,797		—

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DESCRIPTION OF SHARE CAPITAL

The following description of our share capital and provisions of our amended and restated memorandum and articles of association are summaries and do not purport to be complete. Reference is made to our amended and restated memorandum and articles of association, as adopted by special resolutions on December 21, 2021. A copy of our amended and restated memorandum and articles of association is filed as an exhibit to the registration statement of which this prospectus is a part (and which is referred to in this section as, respectively, the “Memorandum” and the “Articles”).

We were incorporated as an exempted company with limited liability under the Companies Act on June 16, 2021. Our corporate purposes are unrestricted and we have the authority to carry out any object not prohibited by any law as provided by section 7(4) of the Companies Act.

Our affairs are governed principally by: (1) our Memorandum and Articles; (2) the Companies Act; and (3) the common law of the Cayman Islands. As provided in our Articles, subject to Cayman Islands law, we have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction, and, for such purposes, full rights, powers and privileges.

A Cayman Islands exempted company:

•        is a company that conducts its business mainly outside the Cayman Islands;

•        is prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the exempted company carried on outside the Cayman Islands (and for this purpose can effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands);

•        does not have to hold an annual general meeting;

•        does not have to make its register of members open to inspection by shareholders of that company;

•        may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

•        may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

•        may register as a limited duration company; and

•        may register as a segregated portfolio company.

Ordinary Shares

All of our issued and outstanding ordinary shares are fully paid and non-assessable. Our ordinary shares are issued in registered form, and are issued when registered in our register of members. Unless the Board of Directors determine otherwise, each holder of our ordinary shares will not receive a certificate in respect of such ordinary shares. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. We may not issue shares or warrants to the bearer.

Our authorized share capital is US$50,000 divided into 500,000,000 Ordinary Shares of a nominal or par value of US$0.0001 each, of which 4000,000,000shares are designated as Class A Ordinary Shares of par value of US$0.0001 each and 100,000,000shares are designated as Class B Ordinary Shares of par value of US$0.0001 each. Subject to the provisions of the Companies Act and our Articles regarding redemption and purchase of the shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. Such authority could be exercised by the directors to allot shares which carry rights and privileges that are preferential to the rights attaching to our share capital. No share may be issued at a discount except in accordance with the provisions of the Companies Act. The directors may refuse to accept any application for shares, and may accept any application in whole or in part, for any reason or for no reason.

Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time by the holder. The right to convert are exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares.

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The number of Class B Ordinary Shares held by a holder will be automatically and immediately converted into an equal and corresponding number of Class A Ordinary Shares upon any direct or indirect sale, transfer, assignment or disposition of such number of Class B Ordinary Shares by the holder or an affiliate or such holder or the direct or indirect transfer or assignment of the voting power attached to such number of Class B Ordinary Shares through voting proxy or otherwise to any person or entity that is not an affiliate of such holder. For the avoidance of doubt, the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of Class B Ordinary Shares to secure contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third-party right is enforced and results in the third party holding directly or indirectly beneficial ownership or voting power through voting proxy or otherwise to the related Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares. Any conversion of Class B Ordinary Shares into Class A Ordinary Shares shall be effected by means of the re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share. A

Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

Save and except for voting rights and conversion rights as set out in the amended and restated memorandum of association, the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions.

As of the date of this prospectus, there are 11,654,000 Class A Ordinary Shares and 22,346,000 Class B Ordinary Shares issued and outstanding. At the completion of this Offering, there will be [    ] Class A Ordinary Shares issued and outstanding held by at least 300shareholders and beneficial owners which is the minimum requirement by Nasdaq Capital Market.

Listing

We have applied to list the Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “WXT”.

Transfer Agent and Registrar

Our transfer agent and registrar is [      ] with offices located at [      ].

Dividends

Subject to the provisions of the Companies Act and any rights attaching to any class or classes of shares under and in accordance with the Articles:

(a)     the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and

(b)    the Company’s shareholders may, by special resolution, declare final dividends but no such dividend shall exceed the amount recommended by the directors (and for the avoidance of doubt, no dividend shall be declared by the shareholders unless previously recommended by the directors).

Under the Companies Act and our Articles, we may pay dividends out of either its profit or share premium account, but a dividend may not be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business. The directors when paying dividends to shareholders may make such payment either in cash or in specie.

Unless provided by the rights attached to a share, no dividend shall bear interest.

Voting Rights

Subject to our Memorandum and Articles, each Class A Ordinary Share holder is entitled to one (1) vote per share and each Class B Ordinary Share holder is entitled to ten (10) votes per share on all matters subject to vote at our general meetings. In addition, all shareholders holding shares of a particular class are entitled to vote at a meeting of the holders of that class of shares. Votes may be given either personally or by proxy.

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Variation of Rights of Shares

Whenever our capital is divided into different classes of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.

Unless the terms on which a class of shares was issued state otherwise, the rights conferred on the shareholder holding shares of any class shall not be deemed to be varied by the creation or issue of further shares ranking paripassu with the existing shares of that class.

Alteration of Share Capital

Subject to the Companies Act, our shareholders may, by ordinary resolution:

(a)     consolidate and divide all or any of our share capital into shares of larger amount than our existing shares;

(b)    convert all or any of our paid up shares into stock, and reconvert that stock into paid up shares of any denomination;

(c)     subdivide our shares or any of them into shares of an amount smaller than that fixed, so, however, that in the subdivision, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and

(d)    cancel shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled or, in the case of shares without nominal par value, diminish the number of shares into which our capital is divided.

Subject to the Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders may, by special resolution, reduce its share capital in any way.

Calls on Shares and Forfeiture

Subject to the terms of allotment, the directors may make calls on the shareholders in respect of any monies unpaid on their shares including any premium and each shareholder shall (subject to receiving at least 14 clear days’ notice specifying when and where payment is to be made), pay to us the amount called on his shares. Shareholders registered as the joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or if no rate is fixed, at the rate of 10 percent per annum. The directors may, at their discretion, waive payment of the interest wholly or in part.

We have a first and paramount lien on all shares (whether fully paid up or not) registered in the name of a shareholder (whether solely or jointly with others). The lien is for all monies payable to us by the shareholder or the shareholder’s estate:

(a)     either alone or jointly with any other person, whether or not that other person is a shareholder; and

(b)    whether or not those monies are presently payable.

At any time the directors may declare any share to be wholly or partly exempt from the lien on shares provisions of the articles.

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We may sell, in such manner as the directors may determine, any share on which the sum in respect of which the lien exists is presently payable, if due notice that such sum is payable has been given (as prescribed by the articles) and, within 14 days of the date on which the notice is deemed to be given under the articles, such notice has not been complied with.

Forfeiture or Surrender of Shares

If a shareholder fails to pay any call the directors may give to such shareholder not less than 14 clear days’ notice requiring payment and specifying the amount unpaid including any interest which may have accrued, any expenses which have been incurred by us due to that person’s default and the place where payment is to be made. The notice shall also contain a warning that if the notice is not complied with, the shares in respect of which the call is made will be liable to be forfeited.

If such notice is not complied with, the directors may, before the payment required by the notice has been received, resolve that any share the subject of that notice be forfeited (which forfeiture shall include all dividends or other monies payable in respect of the forfeited share and not paid before such forfeiture).

A forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the directors think fit.

A person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding such forfeit, remain liable to pay to us all monies which at the date of forfeiture were payable by him to us in respect of the shares, together with all expenses and interest from the date of forfeiture or surrender until payment, but his liability shall cease if and when we receive payment in full of the unpaid amount.

A declaration, whether statutory or under oath, made by a director or the secretary shall be conclusive evidence that the person making the declaration is a director or secretary of us and that the particular shares have been forfeited or surrendered on a particular date. Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the shares.

Share Premium Account

The directors shall establish a share premium account and shall carry the credit of such account from time to time to a sum equal to the amount or value of the premium paid on the issue of any share or capital contributed or such other amounts required by the Companies Act.

Redemption and Purchase of Own Shares

Subject to the Companies Act and any rights for the time being conferred on the shareholders holding a particular class of shares, we may by our directors:

(a)     issue shares that are to be redeemed or liable to be redeemed, at our option or the shareholder holding those redeemable shares, on the terms and in the manner its directors determine before the issue of those shares;

(b)    with the consent by special resolution of the shareholders holding shares of a particular class, vary the rights attaching to that class of shares so as to provide that those shares are to be redeemed or are liable to be redeemed at our option on the terms and in the manner which the directors determine at the time of such variation; and

(c)     purchase all or any of our own shares of any class including any redeemable shares on the terms and in the manner which the directors determine at the time of such purchase.

We may make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Companies Act, including out of any combination of capital, our profits and the proceeds of a fresh issue of shares.

When making a payment in respect of the redemption or purchase of shares, the directors may make the payment in cash or in specie (or partly in one and partly in the other) if so authorized by the terms of the allotment of those shares or by the terms applying to those shares, or otherwise by agreement with the shareholder holding those shares.

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Transfer of Shares

Subject to any applicable provisions set forth in the Articles or the Act and provided that a transfer of ordinary shares complies with applicable rules of Nasdaq Capital Market, a shareholder may transfer ordinary shares to another person by completing an instrument of transfer in a common form or in a form prescribed by Nasdaq or in any other form approved by the directors.

The Class A Ordinary Shares sold in this Offering will be traded on the Nasdaq in book-entry form and may be transferred in accordance with the Company’s Articles and Nasdaq’s rules and regulations.

The transferor shall be deemed to remain the holder of an ordinary share until the name of the transferee is entered into the register of members of the Company.

Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary shares without assigning any reason.1

The registration of transfers may, on 14 calendar days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and our register of members closed at such times and for such periods as our board of directors may from time to time determine. However, the registration of transfers may not be suspended, and the register may not be closed, for more than 30 calendar days in any year.

Inspection of Books and Records

Holders of our ordinary shares will have no general right under the Companies Act to inspect or obtain copies of our register of members or our corporate records. However, the board of directors may determine from time to time whether and to what extent Wuxin Holding’s accounting records and books shall be open to inspection by shareholders who are not members of the board of directors.

General Meetings

As a Cayman Islands exempted company, we are not obligated by the Companies Act to call shareholders’ annual general meetings; accordingly, we may, but shall not be obliged to, in each year hold a general meeting as an annual general meeting. Any annual general meeting held shall be held at such time and place as may be determined by our board of directors. All general meetings other than annual general meetings shall be called extraordinary general meetings. As a condition of admission to a shareholders’ meeting, a shareholder must be duly registered as a shareholder of Wuxin Holding at the applicable record date for that meeting and, in order to vote, all calls or installments then payable by such shareholder to Wuxin Holding in respect of the shares that such shareholder holds must have been paid.

The directors may convene general meetings whenever they think fit. The Companies Act provides shareholders a limited right to request a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting in default of a company’s articles of association. However, these rights may be provided in a company’s articles of association. Wuxin Holding’s Articles provide that upon the requisition of one or more shareholders representing not less than 10% of the voting rights entitled to vote at general meetings, the directors will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. The Articles provide no other right to put any proposals before annual general meetings or extraordinary general meetings.

At least 7 days’ notice of an extraordinary general meeting shall be given to shareholders entitled to attend and vote at such meeting. The notice shall specify the place, the day and the hour of the meeting and the general nature of that business. In addition, if a resolution is proposed as a special resolution, the text of that resolution shall be given to all shareholders. Notice of every general meeting shall also be given to the directors and our auditors.

Subject to the Companies Act and with the consent of the shareholders who, individually or collectively, hold at least 90 percent of the voting rights of all those who have a right to vote at a general meeting, a general meeting may be convened on shorter notice.

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1        Conyers Note — see articles 14-16 of the current Articles. The wording deleted is not contained in the Articles.

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A quorum shall consist of the presence (whether in person or represented by proxy) of at least or more shareholders holding shares that represent not less than a majority of the outstanding shares carrying the right to vote at such general meeting.

If, within two hours from the time appointed for the general meeting, or at any time during the meeting, a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other time or place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the shareholder or shareholders present and entitled to vote shall be a quorum.

The chairman may, with the consent of a meeting at which a quorum is present, adjourn the meeting.

At any general meeting a resolution put to the vote of the meeting shall be decided on a poll. A poll shall be taken in such manner as the chairman directors, and the results of the poll shall be deemed to be the resolution of the meeting.

In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall not be entitled to a second or casting vote.

Holders whose shares are registered in the name of DTC or its nominee, which we expect will be the case for all holders of Class A Ordinary Shares, will not be a shareholder or member of the company and must rely on the procedures of DTC regarding notice of shareholders’ meetings and the exercise of rights of a holder of the Class A Ordinary Shares.

Wuxin Holding will give notice of each general meeting of shareholders by publication on its website and in any other manner that it may be required to follow in order to comply with Cayman Islands law, Nasdaq and SEC requirements. The holders of registered shares may be given notice of a shareholders’ meeting by means of letters sent to the addresses of those shareholders as registered in our shareholders’ register, or, subject to certain statutory requirements, by electronic means.

Directors

We may by special resolution, from time to time, fix the maximum and minimum number of directors to be appointed. Under our Articles, where the minimum and maximum number of directors to be appointed is not fixed, we are not required to have a minimum number of directors and the maximum number of Directors shall be unlimited.

A director may be appointed by ordinary resolution or by the directors. Any appointment may be to fill a vacancy or as an additional director.

The remuneration of the directors shall be determined by the directors or by the shareholders by special resolution, except that the directors shall be entitled to such remuneration as the directors may determine.

The shareholding qualification for directors may be fixed by our shareholders by special resolution and unless and until so fixed no share qualification shall be required.

A director may be removed with or without cause by ordinary resolution. The notice of general meeting must contain a statement of the intention to remove the director and must be served on the director not less than ten calendar days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.

A director may at any time resign or retire from office by giving us notice in writing. Unless the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to us.

Subject to the provisions of the Articles, the office of a director may be terminated forthwith if:

(a)     he is prohibited by the law of the Cayman Islands from acting as a director;

(b)    he is made bankrupt or makes an arrangement or composition with his creditors;

(c)     he resigns his office by notice to us;

(d)    he only held office as a director for a fixed term and such term expires;

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(e)     in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director;

(f)     he is given notice by the majority of the other directors (not being less than two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such director);

(g)    he is found by a court or competent institution to be of unsound mind; or

(h)    without the consent of the other directors, he is absent from meetings of directors for a continuous period of six months.

Each of the compensation committee and the nominating and corporate governance committee shall consist of at least three directors and the majority of the committee members shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq Listing Rules. The audit committee shall consist of at least three directors, all of whom shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq Listing Rules and will meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act.

Proceedings of the Board of Directors

Our Articles provides that our business is to be managed and conducted by the board of directors. The quorum necessary for the board meeting shall be a simple majority of the directors then in office (subject to there being a minimum of two directors present) and business at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a casting vote.

Subject to the provisions of the Articles, the board of directors may regulate their meetings and proceedings as they think fit. Board meetings may take place either within or outside of the Cayman Islands, or at such other place as the directors may determine.

Subject to the provisions of the Articles, to any directions given by ordinary resolution of the shareholders and the listing rules of the Nasdaq, the board of directors may from time to time at its discretion exercise all powers of Wuxin Holding, including, subject to the Companies Act, the power to issue debentures, debenture stock and other securities of the company, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party.

Capitalization of Profits

The directors may resolve to capitalize:

(a)     any part of our profits not required for paying any preferential dividend (whether or not those profits are available for distribution); or

(b)    any sum standing to the credit of our share premium account or capital redemption reserve, if any.

The amount resolved to be capitalized must be appropriated to the shareholders who would have been entitled to it had it been distributed by way of dividend and in the same proportions.

Liquidation Rights

If we are wound up, the shareholders may, subject to the Articles and any other sanction required by the Companies Act, pass a special resolution (requiring two-third majority vote of members, being entitled to do so, voting in person or by proxy) allowing the liquidator to do either or both of the following:

(a)     to divide in specie among the shareholders the whole or any part of our assets and, for that purpose, to value any assets and to determine how the division shall be carried out as between the shareholders or different classes of shareholders; and

(b)    to vest the whole or any part of the assets in trustees for the benefit of shareholders and those liable to contribute to the winding up.

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The directors have the authority to present a petition for our winding up to the Grand Court of the Cayman Islands on our behalf without the sanction of a resolution passed at a general meeting.

Register of Members

The Class A Ordinary Shares offered in this Offering will be held through DTC, and DTC or Cede & Co., as nominee for DTC, will be recorded in the register of members as the holder of our Class A Ordinary Shares.

Under the Companies Act, we must keep a register of members that includes:

•        the names and addresses of our shareholders, a statement of the class and number of shares held by each shareholder, and of the amount paid or agreed to be considered as paid, on the shares of each shareholder;

•        whether voting rights attach to the shares in issue;

•        the date on which the name of any person was entered on the register as a shareholder; and the date on which any person ceased to be a shareholder.

Under the Companies Act, the register of members of our company is prima facie evidence of the matters set out therein (that is, the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a shareholder registered in the register of members is deemed as a matter of the Companies Act to have legal title to the shares as set against its name in the register of members. Upon the completion of this Offering, the register of members will be immediately updated to record and give effect to the issuance of shares by us to the custodian or its nominee. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name.

If the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a shareholder of Wuxin Holding, the person or shareholder aggrieved (or any shareholder of Wuxin Holding or Wuxin Holding itself) may apply to the Grand Court of the Cayman Islands for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

Differences in Corporate Law

The Companies Act is derived, to a large extent, from the older Companies Acts of England and Wales but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Companies Act and the current Companies Act of England. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Companies Act applicable to us and the comparable laws applicable to companies incorporated in the State of Delaware in the United States.

Mergers and Similar Arrangements

The Companies Act permits mergers and consolidations between Cayman Islands companies and non-Cayman Islands companies.

For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be approved by the directors of each constituent company and filed with the Cayman Islands Registrar of Companies together with a declaration as to: (1) the solvency of the consolidated or surviving company, (2) the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the constituent companies, (3) no petition or other similar proceeding has been filed and remains outstanding and no order or resolution to wind up the company

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in any jurisdiction, (4) no receiver, trustee, administrator or similar person has been appointed in any jurisdiction and is acting in respect of the constituent company, its affairs or property, (5) no scheme, order, compromise or similar arrangement has been entered into or made in any jurisdiction with creditors, (6) a list of the assets and liabilities of each constituent company, (7) the non-surviving constituent company has retired from any fiduciary office held or will do so, (8) that the constituent company has complied with any requirements under the regulatory laws, where relevant, and (9) an undertaking that a copy of the certificate of merger or consolidation will be given to the shareholders and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders. For this purpose a subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent company.

The consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

Except in certain limited circumstances, a dissenting shareholder of a Cayman Islands constituent company is entitled to payment of the fair value of his or her shares upon dissenting from a merger or consolidation (which, if not agreed between the parties, may be determined by the Grand Court of the Cayman Islands) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

In addition, there are statutory provisions that facilitate the reconstruction of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent seventy-five percent in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

(a)     Wuxin Holding is not proposing to act illegally or ultra vires and the statutory provisions as to the required majority vote have been met;

(b)    the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

(c)     the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

(d)    the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority”.

When a takeover offer is made and accepted by holders of 90% in value of the shares affected within four months the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

If an arrangement and reconstruction is thus approved, or if a takeover offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

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Shareholders’ Suits

Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar. However, a class action suit could nonetheless be brought in a U.S. court pursuant to an alleged violation of U.S. securities laws and regulations.

In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company and as a general rule, a derivative action may not be brought by a minority shareholder. However, based on English law authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge:

(a)     an act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders;

(b)    an act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which has not been obtained; and

(c)     an act which constitutes a “fraud on the minority” where the wrongdoers are themselves in control of the company.

Indemnification of Directors and Executive Officers and Limitation of Liability

The Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Articles provide that no director, alternate director or officer shall be liable to the Company for any loss or damage in carrying out his functions unless that liability arises through the actual fraud or willful default of such director or officer.

To the extent permitted by law, we may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by any director or any of our officers in respect of any matter identified in above on condition that the secretary or officer must repay the amount paid by us to the extent that it is ultimately found not liable to indemnify the secretary or that officer for those legal costs.

This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Anti-Takeover Provisions in Our Articles

Some provisions of our Articles may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue shares at such times and on such terms and conditions as the board of directors may decide without any further vote or action by our shareholders.

Under the Companies Act, our directors may only exercise the rights and powers granted to them under our Articles for what they believe in good faith to be in the best interests of our company and for a proper purpose.

Directors’ Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances.

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Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interests of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Companies Act imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties (a) a duty to act in good faith in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred and not for a collateral purpose, (c) a duty to avoid fettering his or her discretion in the future, (d) a duty to avoid conflicts of interest and of duty, (e) duty to exercise independent judgment, and (f) duty to exercise powers fairly as between the different sections of shareholders. However, this obligation may be varied by the company’s articles of association, which may permit a director to vote on a matter in which he has a personal interest provided that he has disclosed that nature of his interest to the board of directors. Wuxin Holding’s Articles provides that a director must disclose the nature of his or her interest in any contract or proposed contract, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the Nasdaq, and unless disqualified by the chairman of the relevant meeting, such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with our Articles, as amended and restated from time to time. We have the right to seek damages if a duty owed by any of our directors is breached.

Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but in keeping with common law, Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our Articles provide that general meetings shall be convened on the written requisition of one or more of the shareholders entitled to attend and vote at our general meetings who (together) hold not less than 10 percent of the rights to vote at such general meeting in accordance with the notice provisions in the articles, specifying the purpose of the meeting and signed by each of the shareholders making the requisition. If the directors do not convene such meeting for a date not later than twenty-one clear days’ after the date of receipt of the written requisition, those shareholders who requested the meeting may convene the general meeting themselves within 45 days from the date of deposit of the requisition in which case all reasonable expenses incurred by them as a result of the directors failing to convene a meeting shall be reimbursed by us. Our articles provide no other right to put any proposals before annual general meetings or extraordinary general meetings. As a Cayman Islands exempted company, we are not obligated by law to call shareholders’ annual general meetings. However, our corporate governance guidelines require us to call such meetings every year.

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Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under the Companies Act, our Articles do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Subject to the provisions of our Articles (which include the removal of a director by ordinary resolution), the office of a director may be terminated forthwith if (a) he is prohibited by the laws of the Cayman Islands from acting as a director, (b) he is made bankrupt or makes an arrangement or composition with his creditors, (c) he resigns his office by notice to us, (d) he only held office as a director for a fixed term and such term expires, (e) in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director, (f) he is given notice by the majority of the other directors (not being less than two in number) to vacate office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such director), (g) he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise, or (h) without the consent of the other directors, he is absent from meetings of directors for continuous period of six months.

Transactions with Interested Shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation or bylaws that is approved by its shareholders, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

The Companies Act has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although the Companies Act does not regulate transactions between a company and its significant shareholders, it does provide that the board of directors owe duties to ensure that these transactions are entered into bona fide in the best interests of the company and for a proper corporate purpose and, as noted above, a transaction may be subject to challenge if it has the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors.

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Under the Companies Act and our Articles, the Company may be wound up by a special resolution of our shareholders (requiring a two-thirds majority vote of those shareholders entitled to vote attending in person or by proxy and voting at a quorate meeting). If the winding up is initiated by our board of directors, by either a special resolution of our members or, if our company is unable to pay its debts as they fall due, by an ordinary resolution of our members. In addition, a company may be wound up by an order of the courts of the Cayman Islands. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under the Companies Act and our Articles, if our share capital is divided into more than one class of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of that class.

Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. Under the Companies Act our Articles generally (and save for certain amendments to share capital described in this section) may only be amended by special resolution of our shareholders (requiring a two-thirds majority vote of those shareholders entitled to vote attending in person or by proxy and voting at a quorate meeting).

Anti-Money Laundering — Cayman Islands

In order to comply with legislation or regulations aimed at the prevention of money laundering, we may be required to adopt and maintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.

We reserve the right to request such information as is necessary to verify the identity of a subscriber. In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.

We also reserve the right to refuse to make any redemption payment to a shareholder if our directors or officers suspect or are advised that the payment of redemption proceeds to such shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.

If any person in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering, or is involved with terrorism or terrorist financing and property, and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands (“FRA”), pursuant to the Proceeds of Crime Act (As Revised) of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Act (As Revised) of the Cayman Islands, if the disclosure relates to the involvement with terrorism or terrorist financing and property.

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Cayman Islands Data Protection

We have certain duties under the Data Protection Act (As Revised) of the Cayman Islands, or the DPA, based on internationally accepted principles of data privacy.

Privacy Notice

This privacy notice puts our shareholders on notice that through your investment into the Company you may provide us with certain personal information which constitutes personal data within the meaning of the DPA, or personal data.

Investor Data

The Company collects, uses, discloses, retains and secures personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. The Company will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct the activities of the Company on an ongoing basis or to comply with legal and regulatory obligations to which the Company is subject. The Company will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.

In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA or may process personal information for their own lawful purposes in connection with services provided to the Company.

We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.

Who this Affects

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment into the Company, this will be relevant for those individuals and you should inform such individuals of the content.

How We May Use a Shareholder’s Personal Data

We may, as the data controller, collect, store and use personal data for lawful purposes, including, in particular: (i) where this is necessary for the performance of our rights and obligations under any agreements; (ii) where this is necessary for compliance with a legal and regulatory obligation to which we are or may be subject (such as compliance with anti-money laundering and Foreign Account Tax Compliance Act (FATCA) and Common Reporting Standard (CRS) requirements); and/or (iii) where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.

Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.

Why We May Transfer Your Personal Data

In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.

We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the US, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.

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The Data Protection Measures We Take

Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.

We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.

We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.

Contacting the Company

For further information on the collection, use, disclosure, transfer or processing of your personal data or the exercise of any of the rights listed above, please contact us through the address and telephone number of our principal executive office. Our principal website is [      ]. The information contained in, or accessible through, our website is not incorporated into this prospectus or the registration statement of which it forms a par

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SHARES ELIGIBLE FOR FUTURE SALE

Before our initial public offering, there has not been a public market for our Ordinary shares, and we have made an application for the Class A Ordinary Shares to be listed on the Nasdaq Capital Market, a regular trading market for our Class A Ordinary Shares may not develop. Future sales of substantial amounts of shares of our Class A Ordinary Shares in the public market after our initial public offering, or the possibility of these sales occurring, could cause the prevailing market price for our Class A Ordinary Shares to fall or impair our ability to raise equity capital in the future. We will issue [    ] Class A Ordinary Shares in this Offering, representing approximately [    ]% of our outstanding Class A Ordinary Shares upon completion of this Offering. All of the Class A Ordinary Shares sold in this Offering will be freely transferable by persons other than our “affiliates” without restriction or further registration under the Securities Act.

Lock-Up Agreements

See “Underwriting – Lock-Up Agreements” for more information.

Rule 144

All of our Ordinary shares outstanding prior to this Offering are “restricted securities” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act.

In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who is not deemed to have been our affiliate at any time during the three months preceding a sale and who has beneficially owned restricted securities within the meaning of Rule 144 for more than six months would be entitled to sell an unlimited number of those shares, subject only to the availability of current public information about us. A non-affiliate who has beneficially owned restricted securities for at least one year from the later of the date these shares were acquired from us or from our affiliate would be entitled to freely sell those shares.

A person who is deemed to be an affiliate of ours and who has beneficially owned “restricted securities” for at least six months would be entitled to sell, within any three-month period, a number of shares that is not more than the greater of:

•        1% of the number of Ordinary shares then outstanding, in the form of Ordinary shares or otherwise, which will equal approximately shares immediately after this Offering; or

•        the average weekly trading volume of the Ordinary shares on the Nasdaq Capital Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

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TAXATION

People’s Republic of China Enterprise Taxation

Unless otherwise noted in the following discussion, this section is the opinion of King & Capital Law Firm, our PRC counsel, insofar as it relates to legal conclusions with respect to matters of People’s Republic of China Enterprise Taxation below.

The following brief description of Chinese enterprise laws is designed to highlight the enterprise-level taxation on our earnings, which will affect the amount of dividends, if any, we are ultimately able to pay to our shareholders. See “Dividend Policy.”

Enterprise Income Tax

According to the Enterprise Income Tax Law of the People’s Republic of China, or the EIT Law, which was promulgated by the Standing Committee of the National People’s Congress on March 16, 2007, and became effective on January 1, 2008, and then amended on February 24, 2017 and further amended on December 29, 2018, and the Implementation Rules of the EIT Law, or the Implementation Rules, which were promulgated by the State Council on December 6, 2007, and became effective on January 1, 2008, and then amended on April 23, 2019, enterprises are divided into resident enterprises and non-resident enterprises. Resident enterprises pay enterprise income tax on their incomes obtained in and outside the PRC at the rate of 25%. Non-resident enterprises setting up institutions or establishments in the PRC pay enterprise income tax on the incomes obtained by such institutions in the PRC and on the income occurring outside the PRC but having substantial connection with their institutions or establishments in the PRC at the rate of 25%. Non-resident enterprises with no institutions or establishments in the PRC, and non-resident enterprises with income having no substantial connection with their institutions or establishments in the PRC, pay enterprise income tax on their income obtained in the PRC at a reduced rate of 10%.

We are an exempted company incorporated in the Cayman Islands and we gain substantial income by way of dividends paid to us from our PRC subsidiary. The EIT Law and its implementation rules provide that China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its equity holders that are non-resident enterprises, will normally be subject to PRC withholding tax at a rate of 10%, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a preferential tax rate or a tax exemption.

Under the EIT Law, an enterprise established outside of China with a “de facto management body” within China is considered a “resident enterprise,” which means that it is treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. Although the implementation rules of the EIT Law define “de facto management body” as a managing body that actually, comprehensively manage and control the production and operation, staff, accounting, property and other aspects of an enterprise, the only official guidance for this definition currently available is set forth in SAT Notice82, which provides guidance on the determination of the tax residence status of a Chinese-controlled offshore incorporated enterprise, defined as an enterprise that is incorporated under the laws of a foreign country or territory and that has a PRC enterprise or enterprise group as its primary controlling shareholder. Although the Company does not have a PRC enterprise or enterprise group as our primary controlling shareholder and is therefore not a Chinese-controlled offshore incorporated enterprise within the meaning of SAT Notice82, in the absence of guidance specifically applicable to us, we have applied the guidance set forth in SAT Notice 82 to evaluate the tax residence status of the Company and its subsidiaries organized outside the PRC.

According to SAT Notice82, a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue of having a “de facto management body” in China and will be subject to PRC enterprise income tax on its worldwide income only if all of the following criteria are met: (i) the places where senior management and senior management departments that are responsible for daily production, operation and management of the enterprise perform their duties are mainly located within the territory of China; (ii) financial decisions (such as money borrowing, lending, financing and financial risk management) and personnel decisions (such as appointment, dismissal and salary and wages) are decided or need to be decided by organizations or persons located within the territory of China; (iii) main property, accounting books, corporate seal, the board of directors and files of the minutes of shareholders’ meetings of the enterprise are located or preserved within the territory of China; and (iv) one half (or more) of the directors or senior management staff having the right to vote habitually reside within the territory of China.

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We believe that we do not meet some of the conditions outlined in the immediately preceding paragraph. For example, as an exempted company, the key assets and records of Shenzhen Wuxin Technology Holding Group Co., Ltd, including the resolutions and meeting minutes of our board of directors and the resolutions and meeting minutes of our shareholders, are located and maintained outside the PRC. In addition, we are not aware of any offshore holding companies with a corporate structure similar to ours that has been deemed a PRC “resident enterprise” by the PRC tax authorities. Accordingly, we believe that Shenzhen Wuxin Technology Holding Group Co., Ltd and its offshore subsidiaries should not be treated as a “resident enterprise” for PRC tax purposes if the criteria for “de facto management body” as set forth in SAT Notice 82 were deemed applicable to us. However, as the tax residency status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body” as applicable to our offshore entities, we will continue to monitor our tax status.

The implementation rules of the EIT Law provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or gains are treated as China-sourced income. It is not clear how “domicile” may be interpreted under the EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered as a PRC tax resident enterprise for PRC tax purposes, any dividends we pay to our overseas shareholders which are non-resident enterprises as well as gains realized by such shareholders from the transfer of our shares may be regarded as China-sourced income and as a result become subject to PRC withholding tax at a rate of up to 10%. We are unable to provide a “will” opinion because King & Capital Law Firm, our PRC counsel, believes that it is more likely than not that the Company and its offshore subsidiaries would be treated as a non-resident enterprise for PRC tax purposes because they do not meet some of the conditions out lined in SAT Notice. In addition, we are not aware of any offshore holding companies with a corporate structure similar to ours that has been deemed a PRC “resident enterprise” by the PRC tax authorities as of the date of the prospectus. Therefore we believe that it is possible but highly unlikely that the income received by our overseas shareholders will be regarded as China-sourced income.

See “Risk Factors — Risks Related to Doing Business in the PRC — Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment.”

Currently, as resident enterprises in the PRC, WFOE and Wuxin Technology are subject to the enterprise income tax at the rate of 25%. Our Company pays an EIT rate of 25% for Wuxin Technology. The EIT is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. If the PRC tax authorities determine that Wuxin Technology is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises. In addition, non-resident enterprise shareholders may be subject to a 10% PRC withholding tax on gains realized on the sale or other disposition of our Ordinary shares, if such income is treated as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to dividends or gains realized by non-PRC individuals, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of the Company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that the Company is treated as a PRC resident enterprise. There is no guidance from the PRC government to indicate whether or not any tax treaties between the PRC and other countries would apply in circumstances where a non-PRC company was deemed to be a PRC tax resident, and thus there is no basis for expecting how tax treaty between the PRC and other countries may impact non-resident enterprises.

Value-added Tax

Pursuant to the Provisional Regulations on Value-Added Tax of the PRC, or the VAT Regulations, which were promulgated by the State Council on December 13, 1993, and took effect on January 1, 1994, and were amended on November 10, 2008, February 6, 2016, and November 19, 2017, respectively, and the Rules for the Implementation of the Provisional Regulations on Value Added Tax of the PRC, which were promulgated by the MOF, on December 25, 1993, and were amended on December 15, 2008, and October 28, 2011, respectively, entities and individuals that sell goods or labor services of processing, repair or replacement, sell services, intangible assets, or immovables, or import goods

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within the territory of the People’s Republic of China are taxpayers of value-added tax. The VAT rate is 17% for taxpayers selling goods, labor services, or tangible movable property leasing services or importing goods, except otherwise specified; 11% for taxpayers selling transport services, postal services, basic telecommunications services, construction services, or real property leasing services, selling real property, transferring land use right, or selling or importing relevant goods as specifically specified; 6% for taxpayers selling services or intangible assets, except otherwise specified.

According to Provisions in the Notice on Adjusting the Value added Tax Rates (CaiShui [2018] No. 32), or the Notice, issued by the SAT and the MOF, where taxpayers make VAT taxable sales or import goods, the applicable tax rates shall be adjusted from 17% to 16% and from 11% to 10%, respectively. The Notice took effect on May 1, 2018, and the adjusted VAT rates took effect at the same time.

The Notice of the Ministry of Finance and the State Administration of Taxation on Implementing the Pilot Program of Replacing Business Tax with Value-Added Tax in an All-round Manner on March 23, 2016, which took effect on May 1, 2016. Pursuant to such circular, the Value Added Tax Pilot Program has been applicable nationwide since May 1, 2016.

According to the VAT Regulations and the related rules, as of the date of this prospectus, as taxpayers selling services, Wuxin Technology and its subsidiaries are generally subject to 9% VAT rate.

Dividend Withholding Tax

The Enterprise Income Tax Law 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%. However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or the SAT Circular81, issued on February 20, 2009, by the SAT, 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.

As of the date of this prospectus, when considered as a non-PRC resident investor, which is much more likely to happen than not, Wuxin Hong Kong shall be subject to the dividend withholding tax at the rate of 10%. (See “Risk Factors” and “Taxation.”) Upon being identified as the Hong Kong resident enterprise stipulated by the Double Tax Avoidance Arrangement and other applicable laws, the withholding tax may be reduced to 5%.

Hong Kong Taxation

Entities incorporated in Hong Kong are subject to profits tax in Hong Kong at the rate of 16.5% for each of the years ended September 30, 2020 and 2019.

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Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by the Company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

As a Cayman Islands exempted company with limited liability, we are entitled, upon application, to receive an undertaking as to tax concessions pursuant to the Tax Concessions Act (As Revised). This undertaking would provide that, for a period of 20 years from the date of issue of the undertaking, no law thereafter enacted in the Cayman Islands imposing any taxes to be levied on profits, income, gains or appreciation will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of the shares, debentures or other obligations of our Company or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by our Company to its members or a payment of principal or interest or other sums due under a debenture or other obligation of our Company. If we otherwise were to become subject to taxation in the Cayman Islands, our financial condition and results of operations could be materially and adversely affected.

Payments of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Ordinary shares, as the case may be, nor will gains derived from the disposal of our Ordinary shares be subject to Cayman Islands income or corporation tax.

There is no income tax treaty or convention currently in effect between the United States and the Cayman Islands.

United States Federal Income Taxation

WE URGE POTENTIAL PURCHASERS OF OUR ORDINARY SHARES TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR ORDINARY SHARES.

The following does not address the tax consequences to any particular investor or to persons in special tax situations such as:

•        banks;

•        financial institutions;

•        insurance companies;

•        regulated investment companies;

•        advertising investment trusts;

•        broker-dealers;

•        persons that elect to mark their securities to market;

•        U.S. expatriates or former long-term residents of the U.S.;

•        governments or agencies or instrumentalities thereof;

•        tax-exempt entities;

•        persons liable for alternative minimum tax;

•        persons holding our Ordinary shares as part of a straddle, hedging, conversion or integrated transaction;

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•        persons that actually or constructively own 10% or more of our voting power or value (including by reason of owning our Ordinary shares);

•        persons who acquired our Ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation;

•        persons holding our Ordinary shares through partnerships or other pass-through entities;

•        beneficiaries of a Trust holding our Ordinary shares; or

•        persons holding our Ordinary shares through a Trust.

The discussion set forth below is addressed only to U.S. Holders that purchase Ordinary shares in this Offering. Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our Ordinary shares.

Material Tax Consequences Applicable to U.S. Holders of Our Ordinary shares

The following sets forth the material U.S. federal income tax consequences related to the ownership and disposition of our Ordinary shares. It is directed to U.S. Holders (as defined below) of our Ordinary shares and is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This description does not deal with all possible tax consequences relating to ownership and disposition of our Ordinary shares or U.S. tax laws, other than the U.S. federal income tax laws, such as the tax consequences under non-U.S. tax laws, state, local and other tax laws.

The following brief description applies only to U.S. Holders (defined below) that hold Ordinary shares as capital assets and that have the U.S. dollar as their functional currency. This brief description is based on the federal income tax laws of the United States in effect as of the date of this prospectus and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this prospectus, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The brief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of Ordinary share and you are, for U.S. federal income tax purposes,

•        an individual who is a citizen or resident of the United States;

•        a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia;

•        an estate whose income is subject to U.S. federal income taxation regardless of its source; or

•        a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

Taxation of Dividends and Other Distributions on our Ordinary shares

Subject to the PFIC (defined below) rules discussed below, the gross amount of distributions made by us to you with respect to the Ordinary shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Ordinary shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying

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income tax treaty with the United States that includes an exchange of information program, (2) we are not a PFIC (defined below) for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is no income tax treaty between the United States and the Cayman Islands, clause (1) above can be satisfied only if the Ordinary shares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service authority, Ordinary shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on the Nasdaq Capital Market. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Ordinary shares, including the effects of any change in law after the date of this prospectus.

Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our Ordinary shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”

To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Taxation of Dispositions of Ordinary shares

Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Ordinary shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the Ordinary shares for more than one year, you will generally be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss for foreign tax credit limitation purposes which will generally limit the availability of foreign tax credits.

Passive Foreign Investment Company (“PFIC”)

A non-U.S. corporation is considered a PFIC, as defined in Section 1297(a) of the US Internal Revenue Code, for any taxable year if either:

•        at least 75% of its gross income for such taxable year is passive income; or

•        at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we raise in this Offering will generally be considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market value of our Ordinary shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets (including the cash raised in this Offering) on any particular quarterly testing date for purposes of the asset test.

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Based on our operations and the composition of our assets we do not expect to be treated as a PFIC under the current PFIC rules. However, we must make a separate determination each year as to whether we are a PFIC, and there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year. Depending on the amount of cash we raise in this Offering, together with any other assets held for the production of passive income, it is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. In addition, because the value of our assets for purposes of the asset test will generally be determined based on the market price of our Ordinary shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our Ordinary shares and the amount of cash we raise in this Offering. Accordingly, fluctuations in the market price of the Ordinary shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this Offering. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our Ordinary shares from time to time and the amount of cash we raise in this Offering) that may not be within our control. If we are a PFIC for any year during which you hold Ordinary shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Ordinary shares. However, if we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Ordinary shares.

If we are a PFIC for your taxable year(s) during which you hold Ordinary shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the Ordinary shares will be treated as an excess distribution. Under these special tax rules:

•        the excess distribution or gain will be allocated ratably over your holding period for the Ordinary shares;

•        the amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

•        the amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Ordinary shares cannot be treated as capital, even if you hold the Ordinary shares as capital assets.

A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election under Section 1296 of the US Internal Revenue Code for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or are deemed to hold) Ordinary shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the Ordinary shares as of the close of such taxable year over your adjusted basis in such Ordinary shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Ordinary shares over their fair market value as of the close of the taxable year. However, such ordinary loss is allowable only to the extent of any net mark-to-market gains on the Ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the Ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Ordinary shares. Your basis in the Ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above under “— Taxation of Dividends and Other Distributions on our Ordinary shares” generally would not apply.

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The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including the Nasdaq Capital Market. If the Ordinary shares are regularly traded on the Nasdaq Capital Market and if you are a holder of Ordinary shares, the mark-to-market election would be available to you were we to be or become a PFIC.

Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election under Section 1295(b) of the US Internal Revenue Code with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. However, the qualified electing fund election is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold Ordinary shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such Ordinary shares, including regarding distributions received on the Ordinary shares and any gain realized on the disposition of the Ordinary shares.

If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our Ordinary shares, then such Ordinary shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Ordinary shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the Ordinary shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Ordinary shares for tax purposes.

You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our Ordinary shares and the elections discussed above.

Information Reporting and Backup Withholding

Dividend payments with respect to our Ordinary shares and proceeds from the sale, exchange or redemption of our Ordinary shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding under Section 3406 of the US Internal Revenue Code with at a current flat rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders. However, transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.

Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our ordinary shares, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold ordinary shares.

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UNDERWRITING

Subject to the terms and conditions of the underwriting agreement, the underwriters named below (collectively, the “underwriters”), where Prime Number Capital LLC is acting as the representative of the Underwriters (the “Representative”), have severally agreed to purchase from us on a firm commitment basis the following respective number of Class A Ordinary Shares at the public price less the underwriting discounts set forth on the cover page of this prospectus:

Name	Number of Class A Ordinary Shares
Prime Number Capital LLC	—
	—
Total	—

The underwriters are committed to purchase all the Class A Ordinary Shares offered by us if any Class A Ordinary Shares are purchased, other than those shares covered by the over-allotment option described below. The underwriters are offering the Class A Ordinary Shares subject to their acceptance of the Ordinary Shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the Class A Ordinary Shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions.

All sales of Class A Ordinary Shares in the United States will be made through United States registered broker-dealers. Sales of Class A Ordinary Shares made outside the United States may be made by affiliates of the underwriters. Prime Number Capital, LLC, [ ], and [ ] will offer the Ordinary Shares in the United States through their respective SEC-registered broker-dealer affiliate in the United States. [ ] is not a broker-dealer registered with the SEC and, to the extent that its conduct may be deemed to involve participation in offers or sales of Class A Ordinary Shares in the United States, those offers or sales will be made through one or more SEC-registered broker-dealers in compliance with applicable laws and regulations.

The address of Prime Number Capital LLC is 14 Myrtle Drive, Great Neck, NY 11021. The address of [ ] is [ ].

Over-allotment Option

We have granted to the Underwriter an option, exercisable for [45 days] from the date of this prospectus, to purchase up to an aggregate of [•] additional Class A Ordinary Shares from us at the public offering price listed on the cover page of this prospectus, less underwriter’s discounts and commissions. To the extent the option is exercised, each underwriter must purchase a number of additional Class A Ordinary Shares approximately proportionate to that underwriter’s initial purchase commitment. Any Class A Ordinary Shares issued or sold under the option will be issued and sold on the same terms and conditions as the other Class A Ordinary Shares that are the subject of this Offering.

Underwriter’s Compensation

Except as disclosed in this prospectus, the underwriters have not received and will not receive from us any other item of compensation or expense in connection with this Offering considered by the Financial Industry Regulatory Authority, Inc. (“FINRA”), to be underwriting compensation under its rule of fair price.

Discount

The underwriting discount is equal to the public offering price per share, less the amount paid by the underwriters to us per share. The underwriting discount was determined through an arms’ length negotiation between us and the underwriters. We have agreed to sell the shares to the underwriters, at the initial offering price of $[•] per share, which represents the initial public offering price of the shares set forth on the cover page of this prospectus less a 7.0% underwriting discount.

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Expense Reimbursement

We have agreed to pay a non-accountable expense allowance to the Representative equal to 1.0% of the gross proceeds received in this Offering. In addition, we have also agreed to pay or reimburse the Representative for certain of the Representative’s out-of-pocket expenses relating to the Offering not to exceed the total amount of $190,000, including all reasonable fees and expenses of the Representative’s outside legal counsel. All fees already paid shall be reimbursable to us to the extent not actually incurred. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of our officers’ certificates and legal opinions.

We estimate that our share of the total expenses of the Offering, excluding underwriting discounts and commissions, will be approximately $[•] million.

Representative Warrants

We have agreed to issue to the Representative and to register herein warrants to purchase up to [    ] Class A Ordinary Shares (equal to five percent (5%)) of the Class A Ordinary Shares sold in this Offering and to also register herein such underlying Class A Ordinary Shares. The Representative Warrants may be exercised at any time, and from time to time, in whole or in part, commencing from the commencement of sales of this Offering and expiring five (5) years from the commencement of sales of this Offering. The Representative Warrants are exercisable at a per share price of 125% of the offering price of the Class A Ordinary Shares offered hereby. The Representative Warrants shall not be callable or cancellable.

The Representative Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the Offering (in accordance with FINRA Rule 5110), except that they may be assigned, in whole or in part, to any successor, officer, manager, member, or partner of the Representative, and to members of the syndicate or selling group and their respective officers, managers, members or partners. The Representative Warrants may be exercised as to all or a lesser number of shares, will provide for cashless exercise and will contain provisions for immediate “piggyback” registration rights at our expense for a period of five (5) years from the date of the commencement of sales of this Offering.

The foregoing does not purport to be a complete statement of the terms and conditions of the Underwriting Agreement. A form of the Underwriting Agreement is included as an exhibit to the registration statement of which this prospectus forms a part.

Lock-up Agreements

The Company has agreed in the underwriting agreement that, without the prior written consent of the Representative, it will not, for a period of 180 days from the commencement of sales of this Offering (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the SEC any registration statement relating to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.

In addition, each of our directors, officers and holders of 5% or more of ordinary shares on a fully diluted basis immediately prior to the consummation of this Offering has agreed that during the Lock-Up Period, without the prior written consent of the Representative, and subject to certain exceptions, they will not, directly or indirectly, (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any ordinary shares of the Company or any securities convertible into or exercisable or exchangeable for ordinary shares of the Company, whether now owned or hereafter acquired by such person or with respect to which such person has or hereafter acquires the power of disposition; (ii) enter into any swap or other arrangement that

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transfers to another, in whole or in part, any of the economic consequences of ownership of such securities; (iii) make any demand for or exercise any right with respect to the registration of any such securities; or (iv) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any such securities.

Price Stabilization

In connection with this Offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our ordinary shares. Specifically, the underwriters may over-allot in connection with this Offering by selling more shares than they are obligated to purchase under the underwriting agreement, creating a short position in our shares. The short position may be either a covered short position or a naked short position. In a covered short position, the number of ordinary shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of ordinary shares in the over-allotment option. To close out a short position or to stabilize the price per share of our ordinary shares, the underwriters may bid for, and purchase, shares in the open market. The underwriters may also elect to reduce any short position by exercising all or part of the over-allotment option. In determining the source of ordinary shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which it may purchase shares through the over-allotment option. If the underwriters sell more than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying ordinary shares in the open market. A naked short position is more likely to be created if the Underwriter is concerned that there could be downward pressure on the price of the ordinary shares in the open market after pricing that could adversely affect investors who purchase in the Offering.

Finally, the underwriters may bid for, and purchase, ordinary shares in market making transactions, including “passive” market making transactions as described below.

The foregoing transactions may stabilize or maintain the market price of our ordinary shares at a price that is higher than the price that might otherwise exist in the absence of these activities. The underwriters are not required to engage in these activities, and may discontinue any of these activities at any time without notice. These transactions may be effected on the Nasdaq Capital Market or otherwise.

In connection with this Offering, the underwriters and selling group members, if any, or their affiliates may engage in passive market making transactions in ordinary shares on the Nasdaq Capital Market immediately prior to the commencement of sales in this Offering, in accordance with Rule 103 of Regulation M under the Exchange Act of 1934. Rule 103 generally provides that:

•        a passive market maker may not effect transactions or display bids for our common share and or warrants in excess of the highest independent bid price by persons who are not passive market makers; net purchases by a passive market maker on each day are generally limited to 30% of the passive market maker’s average daily trading volume in our common share during a specified two-month prior period or 200shares, whichever is greater, and must be discontinued when that limit is reached; and

•        passive market making bids must be identified as such.

Passive market making may stabilize or maintain the market price of our ordinary shares at a level above that which might otherwise prevail and, if commenced, may be discontinued at any time.

The underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which it has discretionary authority.

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and the Exchange Act and liabilities arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

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Determination of Offering Price

Prior to this Offering, there has not been a public market for our ordinary shares. The public offering price of the ordinary shares offered by this prospectus has been determined by negotiation between us and the underwriters. Among the factors considered in determining the public offering price of the ordinary shares were:

•        Our history and our prospects;

•        Our financial information and historical performance;

•        The industry in which we operate;

•        The status and development prospects for our products and services;

•        The experience and skills of our executive officers; and

•        The general condition of the securities markets at the time of this Offering.

The offering price stated on the cover page of this prospectus should not be considered an indication of the actual value of the ordinary shares. That price is subject to change as a result of market conditions and other factors, and we cannot assure you that the ordinary shares can be resold at or above the public offering price.

Listing

We plan to apply for the listing of our ordinary shares on The Nasdaq Capital Market under the symbol “WXT.”

Electronic Distribution

A prospectus in electronic format will be made available on the websites maintained by the underwriters. The underwriters may distribute prospectuses electronically. The underwriters may agree to allocate a number of Class A Ordinary Shares for sale to their online brokerage account holders. Class A Ordinary Shares to be sold pursuant to an Internet distribution will be allocated on the same basis as other allocations. In addition, Ordinary Shares may be sold by the underwriters to securities dealers who resell Class A Ordinary Shares to online brokerage account holders.

Other Relationships

The Representative is a full service financial institution engaged in various activities, which may include the sales and trading of securities, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, financing, brokerage and other financial and non-financial activities and services. The Representative may in the future perform a variety of such activities and services for us and for persons or entities with relationships with us for which they received or will receive customary fees, commissions and expenses.

In addition, in the ordinary course of their business activities, the underwriters, its affiliates, directors, officers and employees may at any time purchase, sell or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and other financial instruments (including bank loans) for their own account and for the accounts of their customers.

Such investments and securities activities may involve assets, securities and/or instruments of ours or our affiliates. The underwriters and its affiliates, directors, officers and employees may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to customers that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions outside the United States

Notice to Prospective Investors in Canada

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities

174

legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this Offering.

The ordinary shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted customers, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the ordinary shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Notice to Prospective Investors in the Cayman Islands

This prospectus does not constitute a public offer of the ordinary shares, whether by way of sale or subscription, in the Cayman Islands. The ordinary shares have not been offered or sold, and will not be offered or sold, directly or indirectly, in the Cayman Islands.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to and is only directed at persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 within, and/or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) (all such persons together being referred to as “relevant persons”).

This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom who is not a relevant person should not act or rely on this prospectus or any of its contents.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ordinary shares may not be circulated or distributed, nor may the ordinary shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Notice to Prospective Investors in the People’s Republic of China

This prospectus may not be circulated or distributed in China and the ordinary shares may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of China except pursuant to applicable laws, rules and regulations of China. For the purpose of this paragraph only, China does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Notice to Prospective Investors in Hong Kong

The ordinary shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance

175

(Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) and no advertisement, invitation or document relating to our ordinary shares be issued or may be in possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to our ordinary shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Taiwan

The ordinary shares have not been and will not be registered with the Financial Supervisory Commission of (“Taiwan”), pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in any manner which would constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or would otherwise require registration with or the approval of the Financial Supervisory Commission of Taiwan.

176

EXPENSES RELATING TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, that we expect to incur in connection with this Offering. With the exception of the SEC registration fee, the FINRA filing fee, and the Nasdaq listing fee, all amounts are estimates.

SEC registration fee	$
Nasdaq Capital Market Listing Fee	$
FINRA	$
Transfer Agent and Registrar fees and expenses	$
Legal fees and expenses	$
Printing fees and expenses	$
Accounting fees and expenses	$
Miscellaneous fees and expenses	$
Total	$

These expenses will be borne by us. Underwriting discounts and commissions will be borne by us in proportion to the numbers of Class A Ordinary Shares sold in the Offering.

177

LEGAL MATTERS

The validity of the ordinary shares offered in this Offering and certain other legal matters as to Cayman Islands law will be passed upon for us by Conyers Dill & Pearman LLP. Certain legal matters as to PRC law will be passed upon for us by King & Capital Law Firm. Certain legal matters as to United States Federal and New York State law in connection with this Offering will be passed upon for us by Hunter Taubman Fischer & Li LLC. The Representative is being represented by Robinson & Cole LLP with respect to certain legal matters as to United States federal securities laws, and by Guangdong Zhuojian Law Firm with respect to certain legal matters as to PRC law. Hunter Taubman Fischer & Li LLC may rely upon Conyers Dill & Pearman LLP with respect to matters governed by Cayman Islands law and King & Capital Law Firm with respect to matters governed by PRC law. Robinson & Cole LLP may rely upon Guangdong Zhuojian Law Firm with respect to matters governed by PRC law.

EXPERTS

The consolidated financial statements for the years ended June 30, 2020 and 2019, included in this prospectus have been so included in reliance on the report of TPS Thayer LLC, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The office of TPS Thayer LLC is located at 1600 Highway6, Suite 100, Sugar Land, Texas 77478.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

This prospectus summarizes material provisions of contracts and other documents that we refer you to. Since the prospectus may not contain all the information that you may find important, you should review the full text of these documents.

Immediately upon the completion of this Offering, we will be subject to periodic reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders under the federal proxy rules contained in Sections 14(a), (b) and (c) of the Exchange Act, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

The registration statements, reports and other information so filed can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a website that contains reports, proxy statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov. The information on that website is not a part of this prospectus.

No dealers, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

178

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of June 30, 2021 and 2020	F-3
Consolidated Statements of Income and Comprehensive Income for the Years Ended June 30, 2021 and 2020	F-4
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended June 30, 2021 and 2020	F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 2021 and 2020	F-6
Notes to the Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Wuxin Technology Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Wuxin Technology Holdings, Inc. (the Company) as of June30, 2021 and 2020, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the two-year period ended June30, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June30, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended June30, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

TPS Thayer, LLC

We have served as the Company’s auditor since 2021

Sugar Land, TX

January28, 2022

F-2

WUXIN TECHNOLOGY HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2021 AND 2020
(IN U.S. DOLLARS, EXCEPT SHARE DATA)

	As of June 30,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	5,792,608	$	6,883,769
Restricted cash		155,113		102,432
Short-term investments		773,982		505,262
Notes receivable		1,864,984		1,511,408
Accounts receivable, net – third parties		11,962,984		9,095,652
Accounts receivable, net – related parties		1,223,557		—
Inventories		4,227,052		3,122,723
Advances to suppliers		1,906,685		1,542,491
Due from related parties		1,440,952		590,534
Loan receivable		2,398,466		662,292
Prepayment and other receivables		302,255		443,228
Total current assets		32,048,638		24,459,791
Long-term investments		79,875		72,887
Property, plant and equipment, net		3,563,196		2,810,233
Intangible assets, net		49,065		10,880
Deferred tax assets, net		118,408		401,188
TOTAL ASSETS	$	35,859,182	$	27,754,979
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,558,022	$	5,631,601
Advances from customers – third parties		2,282,088		2,553,890
Advances from customers – related parties		38,797		—
Taxes payable		456,083		573,428
Due to related parties		701,517		629,417
Short-term borrowings		2,801,814		2,634,509
Other payables and current liabilities		1,075,672		663,674
Total current liabilities		14,913,993		12,686,519
Long-term borrowings		524,806		150,573
TOTAL LIABILITIES		15,438,799		12,837,092
COMMITMENTS AND CONTINGENCIES		—		—
Shareholders’ Equity:
Ordinary Shares, US$0.0001 par value, 500,000,000 shares authorized, 34,000,000 shares issued and outstanding		3,400		3,400
Additional paid-in capital		10,495,706		10,491,071
Statutory surplus reserves		1,326,236		785,482
Retained earnings		7,388,963		3,955,203
Accumulated other comprehensive income (loss)		305,379		(1,129,460	)
Equity attributable to Wuxin Holdings’ shareholders		19,519,684		14,105,696
Non-controlling interests		900,699		812,191
TOTAL SHAREHOLDERS’ EQUITY		20,420,383		14,917,887
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	35,859,182	$	27,754,979

The accompanying notes are an integral part of these consolidated financial statements.

F-3

WUXIN TECHNOLOGY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
(IN U.S. DOLLARS, EXCEPT SHARE DATA)

	For the years ended June 30,
	2021			2020
Revenues
Connectivity products	$	30,020,689		$	21,040,236
Internet of vehicles products		12,643,221			9,119,875
Other products		4,313,440			1,673,610
Total revenues		46,977,350			31,833,721
Cost of revenues
Connectivity products		21,602,122			14,574,095
Internet of vehicles products		8,364,302			6,747,862
Other products		1,985,851			648,612
Total cost of revenues		31,952,275			21,970,569
Gross profit		15,025,075			9,863,152
Operating expenses:
Selling and marketing expenses		1,488,889			968,200
General and administrative expenses		2,657,118			1,966,480
Research and development costs		4,637,801			3,582,591
Total operating expenses		8,783,808			6,517,271
Income from operations		6,241,267			3,345,881
Other income (expenses):
Interest income		44,354			37,408
Interest expenses		(109,857	)		(62,453	)
Government subsidies		449,766			983,093
Investment income		301,909			148,093
Other income (expenses), net		(179,896	)		24,665
Total other income (expenses), net		506,276			1,130,806
Income before income taxes		6,747,543			4,476,687
Income tax expense		(563,329	)		(310,888	)
Net income	$	6,184,214		$	4,165,799
Net income attributable to non-controlling interests		(222,975	)		(193,318	)
Net income attributable to the Parent Company		5,961,239			3,972,481
Net income	$	6,184,214		$	4,165,799
Other comprehensive income (loss):
Foreign currency translation adjustments		1,521,119			(349,373	)
Total comprehensive income	$	7,705,333		$	3,816,426
Earnings per ordinary share – basic and diluted		0.18			0.12
Weighted average number of ordinary shares outstanding – basic and diluted		34,000,000			34,000,000

The accompanying notes are an integral part of these consolidated financial statements.

F-4

WUXIN TECHNOLOGY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
(IN U.S. DOLLARS, EXCEPT SHARE DATA)

	Shares	Amount		Additional paid-in capital		Statutory surplus reserve		Retained earnings			Accumulated other comprehensive income (loss)			Non- controlling interests			Total shareholders’ equity
Balance at June 30, 2019	34,000,000	$	3,400	$	10,431,325	$	347,114	$	421,090		$	(799,417	)	$	638,203		$	11,041,715
Net income	—		—		—		438,368		3,534,113			—			193,318			4,165,799
Foreign currency translation loss	—		—		—		—		—			(330,043	)		(19,330	)		(349,373	)
Shareholder’s contribution	—		—		59,746		—		—			—			—			59,746
Balance at June 30, 2020	34,000,000	$	3,400	$	10,491,071	$	785,482	$	3,955,203		$	(1,129,460	)	$	812,191		$	14,917,887
Net income	—		—		—		540,754		5,420,485			—			222,975			6,184,214
Foreign currency translation income	—		—		—		—		—			1,434,839			86,280			1,521,119
Distribution to shareholders									(1,986,725	)		—			(220,747	)		(2,207,472	)
Shareholder’s contribution	—		—		4,635		—		—			—			—			4,635
Balance at June 30, 2021	34,000,000	$	3,400	$	10,495,706	$	1,326,236	$	7,388,963		$	305,379		$	900,699		$	20,420,383

The accompanying notes are an integral part of these consolidated financial statements.

F-5

WUXIN TECHNOLOGY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2021 AND 2020
(IN U.S. DOLLARS)

	For the years ended June 30,
	2021			2020
Cash Flows from Operating Activities:
Net income	$	6,184,214		$	4,165,799
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		742,511			543,145
Bad debt provision		92,938			70,068
Deferred tax benefits (expenses)		314,077			31,516
Loss from disposal of property, plant and equipment		57,487			—
Interest accrued on bank borrowings		109,857			62,453
Changes in operating assets and liabilities:
Short-term investments		(215,359	)		(508,869	)
Notes receivable		(204,004	)		(176,872	)
Accounts receivable		(3,239,895	)		(643,432	)
Inventories		(786,956	)		77,846
Advance to suppliers		(211,472	)		(849,653	)
Prepayment and other receivables		179,376			(154,661	)
Accounts payable		1,355,517			185,919
Advances from customers		(467,210	)		1,161,797
Tax payable		(168,481	)		232,491
Other payables and current liabilities		340,589			(995,936	)
Net cash provided by operating activities		4,083,189			3,201,611
Cash Flows from Investing Activities:
Purchases of property, plant and equipment		(1,308,434	)		(566,308	)
Disposal of property, plant and equipment		39,563			—
Purchases of intangible assets		(38,000	)		—
Lending to loan receivable		(2,187,673	)		(558,902	)
Repayments from loan receivable		552,328			859,945
Long-term investment		—			(73,407	)
Net cash used in investing activities		(2,942,216	)		(338,672	)
Cash Flows from Financing Activities:
Proceeds from bank borrowings		3,672,220			2,925,199
Repayments to bank borrowings		(3,513,702	)		(1,472,322	)
Repayments to related parties		(764,593	)		(1,106,696	)
Proceeds from shareholders’ contribution		4,635			59,746
Distribution to shareholders		(2,207,472	)		—
Net cash (used in) provided by financing activities		(2,808,912	)		405,927
Effect of changes in currency exchange rates		629,459			(134,602	)
Net increase in cash, cash equivalents and restricted cash		(1,038,480	)		3,134,264
Cash, cash equivalents and restricted cash at the beginning of year		6,986,201			3,851,937
Cash, cash equivalents and restricted cash at the end of year	$	5,947,721		$	6,986,201
Reconciliation of cash, cash equivalents and restricted cash to Consolidated Balance Sheets
Cash and cash equivalents	$	5,792,608		$	6,883,769
Restricted cash		155,113			102,432
Total cash, cash equivalents and restricted cash	$	5,947,721		$	6,986,201
Supplemental disclosures of cash flows information:
Cash paid for income taxes	$	370,040		$	18,584
Cash paid for interest	$	109,857		$	62,453

The accompanying notes are an integral part of these consolidated financial statements.

F-6

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND NATURE OF OPERATIONS

Wuxin Technology Holdings, Inc. (“Wuxin Holdings” or “the Company”) is a holding company incorporated on June 29, 2021 under the laws of Cayman Islands. The Company has no substantive operations other than holding all of the outstanding share capital of Wuxin Technology Holding Group Limited (“Wuxin Hong Kong”). Wuxin Hong Kong is a holding company of all of the equity or ownership of Shenzhen Wuxin Holding Co., Ltd. (“WFOE”). WFOE owns 100% of the equity of Wuxin Technology Group Co., Ltd. (“Wuxin Technology”), a limited liability company established under the laws of the People’s Republic of China (“PRC”) on May 17, 2005. Wuxin Technology and its subsidiaries specialize in offering customers with Internet of Things (“IoT”) solutions and system integration engineering services in Internet of vehicles, smart homes, smart hotels, smart buildings, smart communities, smart agriculture, smart cities and smart health care and other sectors in PRC and other countries and regions.

Reorganization

A reorganization of the legal structure was completed in November 2021. The reorganization involved the incorporation of Wuxin Holdings, a Cayman Islands holding company; Wuxin Hong Kong, a holding company established in Hong Kong, PRC; WFOE, a holding company established in Shenzhen, PRC; and the transfer of 100% ownership of Wuxin Technology from the former shareholders to WFOE. Wuxin Holdings, Wuxin Hong Kong and WFOE are all holding companies and had not commenced operation until June 30, 2021.

Prior to the reorganization, Lianqi Liu, own 52.5% ownership of Wuxin Technology. On November 29, 2021, Lianqi Liu and other shareholders of Wuxin Technology transferred their 100% ownership interests in Wuxin Technology to WFOE, which is 100% owned by Wuxin Hong Kong. After the reorganization, Wuxin Holdings owns 100% equity interests of Wuxin Technology. Lianqi Liu, who own 44.12% ownership of Wuxin Holdings (15,000,000 Class B ordinary shares with 10 votes per share) and 63.80% voting rights of Wuxin Holdings, is the ultimate controlling shareholder (“the Controlling Shareholder”) of the Company.

Since the Company is effectively controlled by the same Controlling Shareholders before and after the reorganization, it is considered under common control. Therefore, the transactions above mentioned were accounted for as a recapitalization. The reorganization has been accounted for at historical cost and prepared on the basis as if the transactions aforementioned had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements of the Company.

Upon the reorganization, the Company has subsidiaries in countries and jurisdictions in PRC and the Cayman Islands. Corporate structure and details of the subsidiaries of the Company are set out below:

Name of Entity	Date of Incorporation	Place of Incorporation	Registered Capital	% of Ownership	Principal Activities
Wuxin Technology Holdings, Inc. (“Wuxin Holdings” or “the Company”)	June 16, 2021	Cayman Islands	USD 50,000, paid	44.12% by Liu Lianqi	Holding company
Wuxin Technology Holding Group Limited (“Wuxin Hong Kong”)	Incorporated on July 5, 2021	Hong Kong	HKD 1, paid	100% by Wuxin Holdings	Holding company
Shenzhen Wuxin Holding Co., Ltd. (“WFOE”)	Incorporated on August 10, 2021	Shenzhen, PRC	RMB 19,500,000, not paid	100% by Wuxin Hong Kong	Holding company
Wuxin Technology Group Co., Ltd. (“Wuxin Technology”)	Incorporated on May 17, 2005	Shenzhen, PRC	RMB 10,000,000, fully paid	100% by WFOE	Operating company
Shenzhen VLG Wireless Technology Co., Ltd. (“VLG”)	Incorporated on October 24, 2005	Shenzhen, PRC	RMB 37,400,000, fully paid	90% by Wuxin Technology	Operating company
Shenzhen TBIT Technology Co., Ltd. (“TBIT”)	Incorporated on June 29, 2007	Shenzhen, PRC	RMB 16,000,000, fully paid	100% by Wuxin Technology	Operating company
Shenzhen Yitianxin Electronics Co., Ltd. (“Yitianxin”)	Incorporated on June 14, 2013	Shenzhen, PRC	RMB 5,000,000, not paid	100% by Wuxin Technology	Operating company
Shenzhen Xinsheng Technology Co., Ltd. (“Xinsheng”)	Incorporated on December 23, 2016	Shenzhen, PRC	RMB 1,000,000, 330,000 paid	100% by Wuxin Technology	Operating company
Zhongyitong Technology (Shenzhen) Co., Ltd. (“Zhongyitong”)	Incorporated on September 8, 2016	Shenzhen, PRC	RMB 5,000,000, 420,000 paid	100% by Wuxin Technology	Operating company

F-7

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied. The accompanying consolidated financial statements include the financial statements of Wuxin Technology Holdings, Inc. and its subsidiaries. All inter-company balances and transactions have been eliminated upon consolidation.

Use of Estimates

In preparing the consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable and inventories, useful lives of property, plant and equipment, and intangible assets, the recoverability of long-lived assets, and provisions necessary for contingent liabilities. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents primarily consist of cash and deposits with financial institutions which are unrestricted as to withdrawal and use. Cash equivalents consist of highly liquid investments that are readily convertible to cash generally with original maturities of three months or less when purchased.

Restricted cash

Restricted cash is cash held as collateral for transactions the Company has entered into. The ending balance of restricted cash presented on the face of the consolidated balance sheets as of June30, 2021 and 2020 were $155,113 and $102,432, respectively.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts presented in the statement of cash flows. The Company adopted the new standard effective July1, 2019, using the retrospective transition method.

Short-term investments

All highly liquid investments with original maturities of greater than three months, but less than twelve months, are classified as short-term investments. Investments that are expected to be realized in cash during the next twelve months are also included in short-term investments.

The Company classifies the short-term investments as “trading” or “available-for-sale”, whose classification determines the respective accounting methods stipulated by ASC 320. Dividend and interest income, including amortization of the premium and discount arising at acquisition, for all categories of investments in securities are included in earnings. Any realized gains or losses on the sale of the short-term investments are determined on a specific identification method, and such gains and losses are reflected in earnings during the period in which gains or losses are realized.

Securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities, in accordance with ASC 320. Unrealized holding gains and losses for trading securities are included in earnings.

Wealth management products issued by commercial banks and other financial institutions are classified as short-term available-for-sale investments, which are reported at fair value, with unrealized gains and losses recorded in “Accumulated other comprehensive income (loss)”. An impairment loss on the short-term available-for-sale investments is recognized in earnings when the decline in value is determined to be other-than-temporary.

F-8

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Accounts Receivable, net

Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for uncollectible accounts. The Company usually determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company establishes a provision for doubtful receivables when there is an objective evidence that the Company may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. Based on management of customers’ credit and ongoing relationship, management makes conclusions whether any balances outstanding at the end of the period will be deemed uncollectible on an individual basis and on an aging analysis basis. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of income and comprehensive income. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

Inventories

Inventories are stated at the lower of cost or net realizable value. The cost of raw materials inventories is calculated using the weighted-average method. The cost of work in progress and finished goods in transit consists of the costs associated with manufacturing, assembling and testing its products, related overhead costs, maintenance, compensation, freight and other costs related to manufacturing support, including the depreciation of tooling assets. The work-in-progress and finished goods in transit have direct and allocated manufacturing costs based on the actual costing method. The work-in-progress and finished goods in transit are stated at the lower of the cost or net realizable value.

The Company periodically assesses the recoverability of all inventories to determine whether adjustments are required to record inventories at the lower of cost or net realizable value. Inventories that the Company determines to be obsolete or in excess of forecasted usage are reduced to its estimated realizable value based on assumptions about future demand and market conditions. If actual demand is lower than the forecasted demand, additional inventory write-downs may be required.

Advance to Suppliers

Advance to suppliers refers to advances for purchase of materials or other service agreements, which are applied against trade accounts payable when the materials or services are received. These advances are interest free, unsecured, short-term in nature and are reviewed periodically to determine whether their carrying value has become impaired. As of June 30, 2021 and 2020, the Company had advance to suppliers of $1,906,685 and $1,542,491, respectively.

The Company reviews a supplier’s credit history and background information before advancing a payment. If the financial condition of its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Company would recognize expense in the period they are considered unlikely to be collected. There was no such expense recognized during the years ended June 30, 2021 and 2020.

Property, Plant and Equipment, net

Property, plant, and equipment are recorded at cost less accumulated depreciation. Depreciation commences upon placing the asset in usage and is recognized on a straight-line basis over the estimated useful lives of the assets with 5% of residual value, as follows:

	Useful lives
Machinery and equipment	5 – 10 years
Transportation vehicles	5 years
Office and electronic equipment	3 – 5 years
Leasehold improvement	3 years

F-9

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income and other comprehensive income in other income or expenses.

Intangible Assets

Intangible assets consist of copyrights which are recorded at cost less accumulated amortization. Copyrights are stated at cost less accumulated amortization. Intangible assets are amortized using the straight-line method with the following estimated useful lives:

	Useful lives
Copyrights	20 years

Impairment of Long-lived Assets

The Company’s management reviews the carrying values of long-lived assets whenever events and circumstances, such as a significant decline in the asset’s market value, obsolescence or physical damage affecting the asset, significant adverse changes in the assets use, deterioration in the expected level of the assets performance, cash flows for maintaining the asset are higher than forecast, indicate that the net book value of an asset may not be recovered through expected future cash flows from its use and eventual disposition. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value.

There was no impairment charge recognized for long-lived assets for the years ended June 30, 2021 and 2020.

Advances from Customers

Advances from customers refers to advances received from customers regarding product sales, for which revenue will be recognized upon delivery. As of June 30, 2021 and 2020, the Company had advance from third-party customers of $2,282,088 and $2,553,890, respectively.

Fair Value Measurement

Fair Value Measurements and Disclosures requires disclosure of the fair value of financial instruments held by the Company. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•        Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

•        Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•        Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

For the Company’s financial instruments, including cash and cash equivalents, restricted cash, short-term investments, accounts receivable, notes receivable, amounts due from and due to related parties, prepayment and other receivables, accounts payable, advance from customers, other payables and current liabilities, and short-term borrowings, the carrying amounts approximate their fair values due to their short maturities as of June 30, 2021 and 2020.

F-10

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Assets and liabilities disclosed at fair value as of June30, 2021 are summarized below:

Fair value measurements	Total fair value at June 30, 2021		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	US$		US$		US$		US$
Cash and cash equivalents	$	5,792,608	$	5,792,608	$		$
Restricted cash		155,113		155,113
Short-term investments		773,982		773,982
Notes receivable		1,864,984				1,864,984
Accounts receivable		13,186,541				13,186,541
Due from related parties		1,440,952				1,440,952
Prepayment and other receivables		302,255				302,255
Total assets measured at fair value	$	23,516,435	$	6,721,703	$	16,794,732	$	—
Accounts payable		7,558,022				7,558,022
Advances from customers		2,320,885				2,320,885
Due to related parties		701,517				701,517
Short-term borrowings		2,801,814				2,801,814
Other payables and current liabilities		1,075,672				1,075,672
Total liabilities measured at fair value	$	14,457,910	$	—	$	14,457,910	$	—

Assets and liabilities disclosed at fair value as of June30, 2020 are summarized below:

Fair value measurements	Total fair value at June 30, 2020		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	US$		US$		US$		US$
Cash and cash equivalents	$	6,883,769	$	6,883,769	$		$
Restricted cash		102,432		102,432
Short-term investments		505,262		505,262
Notes receivable		1,511,408				1,511,408
Accounts receivable		9,095,652				9,095,652
Due from related parties		590,534				590,534
Prepayment and other receivables		443,228				443,228
Total assets measured at fair value	$	19,132,285	$	7,491,463	$	11,640,822	$	—
Accounts payable		5,631,601				5,631,601
Advances from customers		2,553,890				2,553,890
Due to related parties		629,417				629,417
Short-term borrowings		2,634,509				2,634,509
Other payables and current liabilities		663,674				663,674
Total liabilities measured at fair value	$	12,113,091	$	—	$	12,113,091	$	—

F-11

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Revenue Recognition

The Company generates its revenues mainly from sales of connectivity products, Internet of vehicles products, and other products to third-party customers. The Company follows Financial Accounting Standards Board (FASB) ASC 606 and accounting standards updates (“ASU”) 2014-09 for revenue recognition. On July 1, 2019, the Company has early adopted ASU 2014-09, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company considers sales orders and service agreements, which in some cases are governed by master agreements, to be the contracts with a customer. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products or services, each of which is distinct, to be the identified performance obligations.

In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company offers customer warranty of six months to one year for defective products that is beyond contemplated defective rate mutually agreed in contract with customers. The Company analyzed historical refund claims for defective products and concluded that they have been immaterial.

Revenues are reported net of all value added taxes. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on their relative standalone selling price.

Revenue from sales orders is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied at a point in time), which typically occurs at delivery. For international sales, the Company sells its products primarily under the free onboard (“FOB”) shipping point term. For sales under the FOB shipping point term, the Company recognizes revenues when products are delivered from Company to the designated shipping point. Prices are determined based on negotiations with the Company’s customers and are not subject to adjustment.

Revenues from service agreements are recognized at a point in time once the service is rendered to the customer. For service arrangements that include multiple performance obligations, revenues are allocated to each performance obligation based on its standalone selling price. The Company allocates arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all deliverables based on the relative selling price method.

Government Subsidies

Government subsidies are recognized when received and all the conditions for their receipt have been met with no restrictions.

Government subsidies as the compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related cost are recognized in profit or loss in the period in which they become receivable.

For the years ended June 30, 2021 and 2020, the Company received government subsidies of $449,766 and $983,093, respectively. The grants were recorded as other income in the consolidated financial statements.

F-12

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Research and Development Costs

Research and development activities are directed toward the development of new products as well as improvements in existing processes. These costs, which primarily include salaries, contract services and supplies, are expensed as incurred.

Shipping and Handling Costs

Shipping and handling costs are expensed when incurred and is included in selling and marketing expense in the consolidated statements of income and comprehensive income. Shipping and handling costs were $178,581 and $118,058 for the years ended June 30, 2021 and 2020, respectively.

Advertising Costs

Advertising costs are expensed as incurred in accordance with ASC 720-35, “Other Expenses-Advertising Costs”. Advertising costs were $27,816 and $6,530 for years ended June 30, 2021 and 2020, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method whereby it calculates deferred tax assets or liabilities for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits by applying enacted tax rates applicable to the years in which those temporary differences are expected to be reversed or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The components of the deferred tax assets and liabilities are individually classified as non-current amounts.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

To the extent applicable, the Company records interest and penalties as other expense. All of the tax returns of the Company and its subsidiaries remain subject to examination by PRC tax authorities for five years from the date of filing. The years for tax purpose in PRC are ended as of December 31.

The Company is not subject to U.S. tax laws and local state tax laws. The Company’s income and that of its related entities must be computed in accordance with Chinese and foreign tax laws, as applicable, and all of which may be changed in a manner that could adversely affect the amount of distributions to shareholders. There can be no assurance that Income Tax Laws of PRC will not be changed in a manner that adversely affects shareholders. In particular, any such change could increase the amount of tax payable by the Company, reducing the amount available to pay dividends to the holders of the Company’s ordinary shares.

Value-added Tax (“VAT”)

Sales revenue represents the invoiced value of goods, net of VAT. All of the Company’s products sold in the PRC are subject to a VAT on the gross sales price. The Company is subject to a VAT rate of 13% for selling goods and 6% for providing services. The VAT may be offset by VAT paid by the Company on raw materials, other materials and services included in the cost of producing or acquiring its finished products.

F-13

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Earnings Per Share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The Company did not have any potentially anti-dilutive equity instruments for the years ended June 30, 2021 and 2020.

Foreign Currency Translation

Wuxin Holdings’ currency is the US dollar. Wuxin Hong Kong’s functional currency is the Hong Kong dollar. The other subsidiaries’ principal country of operations is the PRC. The financial position and results of its operations are determined using RMB, the local currency, as the functional currency. The Company’s financial statements are reported using U.S. Dollars (“US$”). The consolidated statements of income and comprehensive income and cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average rate of exchange, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are presented as a separate component of accumulated other comprehensive income (loss) in consolidated statements of changes in shareholders’ equity.

The Company’s PRC subsidiaries do enter into transactions that are settled in a foreign currency. The transactions are recorded in RMB based on the exchange rate in effect at the time a transaction is initiated. When a transaction is settled, the foreign currency received to settle the transaction is converted to RMB based on the exchange rate in effect at the time of settlement. A realized foreign currency exchange gain or loss is recorded based on the difference in the exchange rate in effect when a transaction is initiated, and the exchange rate in effect when a transaction is settled. When a transaction is not settled as of the year-end spot, the assets and liabilities raised from the transaction are converted to RMB based on the exchange rate of the year-end spot. An unrealized foreign currency exchange gain or loss is recorded based on the difference in the exchange rate in effect when a transaction is initiated, and the exchange rate as of the year-end spot. Gains and losses from foreign currency transactions are included in other income (expense) in the consolidated statements of income and comprehensive income. For the year ended June 30, 2021 and 2020, the Company recorded losses of $8,563 and $50, respectively, related to foreign currency transactions.

The value of RMB against US$ and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US$ reporting. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

	June 30, 2021	June 30, 2020
Year-end spot rate	US$1=RMB 6.4601 Yuan	US$1=RMB 7.0795 Yuan
Average rate	US$1=RMB 6.6076 Yuan	US$1=RMB 7.0293 Yuan

F-14

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Comprehensive income

Comprehensive income includes net income and foreign currency translation adjustments and is reported in the consolidated statements of income and comprehensive income.

Certain Risks

Exchange Rate Risks

The Company operates in China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility of foreign exchange rates between the US$, other currency and the RMB. As of June 30, 2021 and 2020, cash, cash equivalents and restricted cash of $4,718,610 (RMB 30,482,691 Yuan) and $6,433,142 (RMB 45,543,429 Yuan), respectively, are denominated in RMB and held in PRC. As of June 30, 2021 and 2020, cash, cash equivalents and restricted cash of $1,229,111 and $553,059, respectively, are denominated in USD and held in PRC.

The Company’s PRC subsidiaries do enter into transactions that are settled in a foreign currency. Fluctuations and the degree of volatility of foreign exchange rates between the US$, other currencies and the RMB may have a material effect on the Company’s financial position, results of operations or cash flows. As of June 30, 2021 and 2020, accounts receivable of $276,047 and $220,706 were denominated in US$, respectively. As of June 30, 2021 and 2020, advance from customers of $6,992 and $42,398 were denominated in US$, respectively. For the years ended June 30, 2021 and 2020, revenues of $1,403,510 and $1,382,531 were denominated in US$.

Currency Convertibility Risks

Substantially all of the Company’s operating activities are transacted in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with other information such as suppliers’ invoices, shipping documents and signed contracts.

Concentration of Credit Risks

Financial instruments that potentially subject the Company to concentration of credit risks consist primarily of cash and cash equivalents, restricted cash, accounts receivables, and notes receivable. The Company places its cash and cash equivalents, restricted cash, and note receivable in good credit quality financial institutions in Hong Kong and PRC. Concentration of credit risks with respect to accounts receivables is linked to the concentration of revenue. To manage credit risk, the Company performs ongoing credit evaluations of customers’ financial condition.

Interest Rate Risks

The Company is subject to interest rate risk. Although the Company’s interest-bearing loans carry fixed interest rates within the reporting period, the Company is still subject to the risk of adverse changes in the interest rates charged by the banks if and when these loans are refinanced.

Investment Risks

The Company is subject to investment risks. The Company invested in available-for-sale investments and trading securities. Available-for-sale investments include wealth management products issued by commercial banks and other financial institutions which are not classified as trading securities or as held-to-maturity securities. Trading securities include securities that are bought and held principally for the purpose of selling them in the near term. These short-term investments’ principals were not guaranteed. During the reporting period, the Company is subject to the risk of adverse changes in the fair value of these investments.

F-15

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

Risks and Uncertainties

The operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.

Liquidity Risks

The Company’s primary sources of liquidity consist of existing cash balances, cash flows from the Company’s operating activities and availability under its loan arrangements with banks. The Company’s ability to generate sufficient cash flows from its operating activities is primarily dependent on its sales of products to the Company’s customers at margins sufficient to cover fixed and variable expenses.

As of June 30, 2021 and 2020, the Company had cash, cash equivalents and restricted cash of $5,947,721 and $6,986,201, respectively, and short-term investments of $773,982 and $505,262, respectively. Management believes that the current cash, short-term investments, cash to be generated from operations and access to loans from banks and related parties will be sufficient to meet the Company’s working capital needs for at least the next twelve months. However, the Company does not have any amounts committed to be provided by its related parties. The Company is also not dependent upon this offering to meet liquidity needs for the next twelve months. However, the Company plans to expand its business by investing in new technologies either through acquisition or research and development and construction of facilities and purchase of equipment for production of new products. The Company will need to raise additional capital through financing, including its initial public offering, to implement its growth strategies and strengthen its position in the market.

Recent Accounting Pronouncements

The Jumpstart Our Business Startups Act (“JOBS Act”) provides that an emerging growth company (“EGC”) as defined therein can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has adopted the extended transition period.

In February 2016, the FASB issued ASU No. 2016-02, Leases, or ASU 2016-02, which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, or ASU 2018-10, to supersede ASU 2016-02. In addition, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, that provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic ASC 840, Leases). In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which amended the effective date of Topic 842, Leases. ASC 842 is now effective for private companies and nonprofit organizations annual reporting periods beginning after December 15, 2021. This was done to provide these organizations with accounting relief during the COVID-19 global pandemic. The amendments in these ASUs are effective for the Company’s years, and interim periods within those years beginning July 1, 2022. The Company does not plan to early adopt the new lease standards and the Company expects that applying the ASU 2016-02 would materially increase its assets and liabilities due to the recognition of right-of-use assets and lease liabilities on its consolidated balance sheets, with an immaterial impact on its consolidated statements of comprehensive loss and cash flows.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13. This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions

F-16

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)

and other organizations. This ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of the Company’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, which clarifies that receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases (“ASC 842”) instead of ASC Subtopic 326-20. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which amended the effective date of ASU 2016-13. The amendments in these ASUs are effective for the Company’s fiscal years, and interim periods within those fiscal years beginning July 1, 2022. Early adoption is permitted. The Company does not expect to early adopt this guidance and is in the process of evaluating the impact of adoption of this guidance on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes. This standard removes certain exceptions related to the approach for intra period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also amends other aspects of the guidance to help simplify and promote consistent application of GAAP. The amendments in these ASUs are effective for the Company’s fiscal years, and interim periods within those fiscal years beginning July 1, 2022. The Company does not expect to early adopt this guidance and is in the process of evaluating the impact of adoption of this guidance on the Company’s consolidated financial statements.

The Company does not believe other recently issued but not yet effective accounting statements, if recently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of comprehensive income (loss) and statements of cash flows.

NOTE 3 — SHORT-TERM INVESTMENTS

As of June 30, 2021 and 2020, the Company’s short-term investments comprised of available-for-sale investments and trading securities. Short-term available-for-sale investments include wealth management products issued by commercial banks and other financial institutions which are not classified as trading securities or as held-to-maturity securities. Trading securities include securities that are bought and held principally for the purpose of selling them in the near term.

The Company purchased structured deposits that combine deposits with an investment product including market indices, shares, interest rates, foreign exchange rates, or other fixed-income securities in June 2021. These structured deposits’ principals were not guaranteed.

For the years ended June 30, 2021 and 2020, the Company recorded investment income from its short-term investments of $301,909 and $148,093 in the consolidated statements of comprehensive income (loss), respectively.

Short-term investments classification as of June 30, 2021 and 2020 were shown as below:

	2021		2020
Available-for-sale investments
Cost	$	773,982	$	—
Gross unrealized gains		—		—
Fair value of available-for-sale investments		773,982		—
Trading securities
Cost		—		475,174
Gross unrealized gains		—		30,088
Fair value of trading securities		—		505,262
Total short-term investments	$	773,982	$	505,262

F-17

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 — ACCOUNTS RECEIVABLE, NET — THIRD PARTIES

Accounts receivable as of June 30, 2021 and 2020 consisted of the following:

	2021			2020
Accounts receivable	$	12,544,420		$	9,539,475
Less: allowance for doubtful accounts		(581,436	)		(443,822	)
Accounts receivable, net	$	11,962,984		$	9,095,652

The Company’s customers are, for the most part, end-brand customers or manufacturers on the Internet-of-Things industry. Our credit policy typically requires payment within 90 days, and payments on most of our revenues have been collected within the credit period. The average accounts receivable turnover period was approximately 82 days and 104 days for the years ended June 30, 2021 and 2020, respectively.

As of June 30, 2021 and 2020, the allowances for doubtful accounts recognized were $581,436 and $443,822, respectively. For the years ended June 30, 2021 and 2020, the Company recorded bad debt expense of $92,938 and $70,068, respectively.

NOTE 5 — NOTES RECEIVABLE

Notes receivable consisted of irrevocable letters of credit of $1,864,984 and $1,511,408 received from the Company’s customers as of June 30, 2021 and 2020, respectively. The letters of credit are provided by the Company’s international customers to pay their payable balances to the Company; and these notes were guaranteed by the banks.

NOTE 6 — INVENTORIES

Inventories as of June 30, 2021 and 2020 consisted of the following:

	2021		2020
Raw materials	$	816,990	$	805,037
Work in process		1,380,756		780,624
Finished goods		1,388,117		1,357,556
Goods in transit		641,189		179,506
Total	$	4,227,052	$	3,122,723

There was no inventory write-down recognized for the years ended June 30, 2021 and 2020.

NOTE 7 — LOAN RECEIVABLE

The Company

Loan receivable as of June30, 2021 and 2020 consisted of the following:

	2021		2020
Loan receivable – amortized cost	$	2,350,891	$	641,288
Loan receivable – discount		47,575		21,004
Loan receivable		2,398,466		662,292

NOTE 8 — LONG-TERM INVESTMENTS

The Company made an investment in Zhejiang Daha Commuting Technology Co., Ltd. (“Daha”) in June 2019 at cost of $75,058 with equity percentage of 6%. The principal activity of Daha is providing rental services and technical services of share bikes. As of June 30, 2021 and 2020, the Company carried the investment at its cost in the amount of $79,875 and $72,887, with exchange difference of $4,817 and $(2,171) caused by exchange rate fluctuation, respectively.

F-18

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 — PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment as of June 30, 2021 and 2020 consisted of the following:

	2021			2020
Machinery and equipment	$	6,663,147		$	5,406,809
Office and electronic equipment		1,601,133			1,116,519
Transportation vehicles		242,630			221,993
Leasehold improvement		130,760			3,971
Total property plant and equipment, at cost		8,637,670			6,698,077
Less: accumulated depreciation		(5,074,474	)		(3,939,059	)
Property, plant and equipment, net	$	3,563,196		$	2,810,233

Depreciation expense was $740,825 and $541,402 for the years ended June 30, 2021 and 2020, respectively. For the years ended June 30, 2021 and 2020, the Company recorded no impairment of property, plant and equipment.

For the years ended June 30, 2021 and 2020, the Company purchased new property plant and equipment of $1,308,434 and $566,308 paid by cash and cash equivalents, respectively.

For the year ended June 30, 2021, the Company disposed machinery and equipment with a net book value of $97,050 (cost of $205,983, accumulated depreciation of $108,933) and received cash from disposal of $39,563, causing a net disposal loss of $57,487. For the year ended June 30, 2020, the Company disposed no property, plant and equipment.

As of June 30, 2021 and 2020, the Company pledged no property, plant and equipment to secure banking facilities granted to the Company.

NOTE 10 — INTANGIBLE ASSETS

Intangible asset as of June 30, 2021 and 2020 consisted of the following:

	2021			2020
Copyrights, cost	$	55,126		$	14,836
Less: accumulated amortization		(6,061	)		(3,956	)
Intangible assets, net	$	49,065		$	10,880

Amortization expense was $1,687 and $1,743 for the years ended June 30, 2021 and 2020, respectively. For the years ended June 30, 2021 and 2020, the Company recorded no impairment of intangible asset, nor pledged intangible asset to secure bank loans.

For the years ended September 30, 2021 and 2020, the Company purchased new intangible assets of $38,000 and Nil paid by cash and cash equivalents, respectively. For the years ended June 30, 2021 and 2020, the Company disposed no intangible assets, respectively.

Estimated future amortization expense is as follows as of June30, 2021:

Years ending June 30,	Amortization expense
2022	$	1,687
2023		1,687
2024		1,687
2025		1,687
2026		1,687
Thereafter		40,630
	$	49,065

F-19

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 — SHORT-TERM BORROWINGS

Short-term borrowings consisted of the following as of June 30, 2021:

Bank Name	Amount – RMB	Amount – USD		Issuance Date	Expiration Date	Interest
Bank of China	9,100,000		1,408,647	3/18/2021	3/17/2022	3.85	%
Industrial and Commercial Bank of China	9,000,000		1,393,167	4/26/2021	4/26/2022	3.85	%
Total	RMB  18,100,000	$	2,801,814

Short-term borrowings consisted of the following as of June 30, 2020:

Bank Name	Amount – RMB	Amount – USD		Issuance Date	Expiration Date	Interest
Agricultural Bank of China	9,000,000		1,271,276	12/30/2019	12/29/2020	3.85	%
Bank of China	6,400,000		904,019	3/25/2020	3/25/2021	3.85	%
China Merchants Bank	2,650,000		374,320	11/25/2019	11/25/2020	4.88	%
Shenzhen Qianhai Weizhong Bank	500,000		70,626	8/25/2020	4/23/2021	8.78	%
Shenzhen Qianhai Weizhong Bank	55,039		7,774	12/17/2018	12/17/2020	11.34	%
Shenzhen Qianhai Weizhong Bank	45,970		6,494	5/18/2020	5/17/2021	9.45	%
Total	RMB  18,651,009	$	2,634,509

The Company’s bank loans are guaranteed by the Company’s related parties, Wentao Ge and Yili Jiang. See Note 14 — Related Party Transactions for more information on guaranty provided by related parties.

For the years ended June 30, 2021 and 2020, the Company recorded interest expense on short-term bank borrowings of $92,526 and $59,077, respectively.

NOTE 12 — OTHER PAYABLES AND CURRENT LIABILITIES

Other payables and current liabilities as of June 30, 2021 and 2020 consisted of the following:

	2021		2020
Wage payable	$	473,310	$	387,462
Deferred government subsidies		444,259		115,146
Other payables		158,103		161,066
Total	$	1,075,672	$	663,674

NOTE 13 — LONG-TERM BORROWINGS

Long-term borrowings consisted of the following as of June 30, 2021:

Bank Name	Amount – RMB	Amount – USD		Issuance Date	Expiration Date	Interest
China Construction Bank	3,290,000		509,280	8/25/2020	8/25/2023	4.95	%
Shenzhen Qianhai Weizhong Bank	100,300		15,526	5/17/2021	5/17/2023	9.00	%
Total	RMB  3,390,300	$	524,806

Long-term borrowings consisted of the following as of June 30, 2020:

Bank Name	Amount – RMB	Amount – USD		Issuance Date	Expiration Date	Interest
Shenzhen Qianhai Weizhong Bank	1,000,000		141,253	4/23/2020	4/23/2022	10.08	%
Shenzhen Qianhai Weizhong Bank	45,971		6,494	4/25/2020	4/17/2022	9.45	%
Shenzhen Qianhai Weizhong Bank	20,014		2,826	4/28/2020	4/17/2022	9.45	%
Total	RMB  1,065,985	$	150,573

The Company’s bank loans are guaranteed by the Company’s related parties, Wentao Ge and Yili Jiang. See Note 14 — Related Party Transactions for more information on guaranty provided by related parties.

For the years ended June 30, 2021 and 2020, the Company recorded interest expense on long-term bank borrowings of $17,331 and $3,376, respectively.

F-20

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 — RELATED PARTY TRANSACTIONS

1)    Nature of relationships with related parties:

Name	Relationship with the Company
Lianqi Liu	Principal shareholder and director of the Company
Xiaofang Suo	Immediate family member of Lianqi Liu
Yuyuan Lai	Director of Wuxin Technology
Hanrong Liu	Director of Wuxin Technology
Yili Jiang	Director of Wuxin Technology
Xiaobin Zhan	Director of Wuxin Technology
Wentao Ge	Director of Wuxin Technology
Sisi Li	Director of Wuxin Technology
Bian Investment (Shenzhen) Co., Ltd. and its subsidiaries	5% or greater Shareholders
Shenzhen Yitian Technology Co., Ltd.	Company controlled by Jiang Yili
Shenzhen Youzhi Hulian Co., Ltd.	Company controlled by Jiang Yili
Shenzhen Youqu Electronics Co., Ltd.	Company controlled by Ge Wentao

2)    Related party transactions

For the year ended June 30, 2021, the Company’s related parties provided working capital to support the Company’s operations when needed. The borrowings were unsecured, due on demand, and interest free. The Company also lent working capital to its related parties. The following table summarizes borrowing transactions with the Company’s related parties:

Name of Related Parties	Borrowing Amount		Lending Amount
Xiaobin Zhan	$	1,174,104	$	963,034
Bian Investment (Shenzhen) Co., Ltd. and its subsidiaries		980,918		1,221,878
Yili Jiang		802,662		1,066,089
Lianqi Liu		681,312		392,441
Shenzhen Yitian Technology Co., Ltd.		593,260		705,253
Shenzhen Youqu Electronics Co., Ltd.		188,153		17,705
Wentao Ge		75,242		709,948
Yuyuan Lai		—		118,062
Shenzhen Youzhi Hulian Co., Ltd.		—		60,537
Hanrong Liu		—		5,297
Total	$	4,495,651	$	5,260,244

For the year ended June 30, 2021, the Company generated revenue of $1,421,730 from its related party, Shenzhen Yitian Technology Co., Ltd. For the year ended June 30, 2021, the Company generated revenue of $502,969 from its related party, Shenzhen Youqu Electronics Co., Ltd.

As of June 30, 2021, a total of $1,902,447 bank loans were guaranteed by, or pledged by the personal assets owned by, the Company’s related parties, Mr. Wentao Ge and Mr. Yili Jiang. No guarantee fee was charged by Mr. Ge Wentao and Mr. Jiang Yili for the guarantees for the year ended June 30, 2021.

F-21

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 — RELATED PARTY TRANSACTIONS (cont.)

For the year ended June 30, 2020, the Company’s related parties provided working capital to support the Company’s operations when needed. The borrowings were unsecured, due on demand, and interest free. The Company also lent working capital to its related parties. The following table summarizes borrowing and lending transactions with the Company’s related parties:

Name of Related Parties	Borrowing Amount		Lending Amount
Yili Jiang	$	830,507	$	821,478
Xiaobin Zhan		735,405		719,586
Lianqi Liu		185,680		59,636
Yuyuan Lai		25,607		267,466
Shenzhen Yitian Technology Co., Ltd.		9,958		49,792
Shenzhen Youqu Electronics Co., Ltd.		1,892		400,964
Sisi Li		—		567,623
Wentao Ge		—		9,200
Total	$	1,789,049	$	2,895,745

For the year ended June 30, 2021, the Company generated revenue of $9,203 from its related party, Shenzhen Youqu Electronics Co., Ltd.

As of June 30, 2020, a total of $1,645,596 bank loans were guaranteed by, or pledged by the personal assets owned by, the Company’s related parties, Mr. Wentao Ge. No guarantee fee was charged by Mr. Wentao Ge for the guarantees during the year 2020.

3)    Related party balances

Net outstanding balances with related parties consisted of the following as of June 30, 2021 and 2020:

Accounts	Name of Related Parties	2021		2020
Due from related parties	Wentao Ge	$	638,350	$	—
Due from related parties	Shenzhen Youqu Electronics Co., Ltd.		318,894		450,078
Due from related parties	Bian Investment (Shenzhen) Co., Ltd. and its subsidiaries		246,460		—
Due from related parties	Shenzhen Yitian Technology Co., Ltd.		157,892		39,551
Due from related parties	Shenzhen Youzhi Hulian Co., Ltd.		61,919		—
Due from related parties	Yuyuan Lai		12,019
Due from related parties	Hanrong Liu		5,418		—
Due from related parties	Lianqi Liu		—		100,905
Net due from related parties		$	1,440,952	$	590,534

Accounts	Name of Related Parties	2021		2020
Due to related parties	Xiaobin Zhan	$	335,433	$	109,085
Due to related parties	Lianqi Liu		184,884		—
Due to related parties	Yili Jiang		181,200		411,212
Due to related parties	Yuyuan Lai		—		99,224
Due to related parties	Wentao Ge		—		9,896
Net due to related parties		$	701,517	$	629,417

Accounts	Name of Related Parties	2021		2020
Accounts receivable – related parties	Shenzhen Yitian Technology Co., Ltd.	$	1,223,557	$	—
Advance from customers – related parties	Shenzhen Youqu Electronics Co., Ltd.		38,797		—

F-22

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 — CUSTOMER AND SUPPLIER CONCENTRATIONS

Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases, respectively.

The Company had no significant customer for the year ended June 30, 2021. For the year ended June 30, 2020, one significant customer accounted for 13.0% of the Company’s total revenue. As of June 30, 2020, the accounts receivable balance from this customer accounted for 7.3% of the Company’s total accounts receivable. The loss of any of the Company’s significant customers or the failure to attract new customers could have a material adverse effect on the Company’s business, consolidated results of operations and financial condition.

For the year ended June 30, 2021, one supplier accounted for 10.6% of the Company’s total purchase of raw materials. As of June 30, 2021, the accounts payable balance to this supplier was $0. The Company had no significant supplier for the year ended June 30, 2020. The loss of any of the Company’s significant supplier or the failure to secure key raw material suppliers could have a material adverse effect on the Company’s business, consolidated results of operations and financial condition.

NOTE 16 — STOCKHOLDERS’ EQUITY

Ordinary Shares

Wuxin Holdings was established under the laws of Cayman Islands on June 29, 2021. The authorized number of ordinary shares is 500,000,000shares with par value of US$0.0001 each. 34,000,000shares were issued at par value, equivalent to share capital of $3,400, including 11,654,000 Class A Ordinary Shares entitled with 1 vote per share and 22,346,000 Class B ordinary shares with 10 votes per share.

Statutory Reserve

The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”), after offset by the accumulated deficits. Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. The Company made statutory surplus reserve of $1,326,236 and $785,482 as of June 30, 2021 and 2020, respectively.

Under PRC laws and regulations, statutory surplus reserves are restricted to off-set against losses, expansion of production and operation and increasing registered capital of the respective company, and are not distributable other than upon liquidation. The reserves are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor allowed for distribution except under liquidation. Amounts restricted include paid-in capital, additional paid-in capital and statutory surplus reserves of the Company in PRC totaling $11,821,942 and $11,276,553 as of June 30, 2021 and 2020, respectively.

Dividends

Dividends declared by the Company are based on the distributable profits as reported in its statutory financial statements reported in accordance with PRC GAAP, which may differ from the results of operations reflected in the consolidated financial statements prepared in accordance with US GAAP. The Company’s ability to pay dividends is primarily from cash received from its operating activities in the PRC. For the year ended June 30, 2021, the Company declared and paid dividends of $2,207,472 to its shareholders. No dividends were declared or paid for the year ended 2020.

F-23

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 — STOCKHOLDERS’ EQUITY (cont.)

Non-Controlling Interests

Non-controlling interests represent the interest of non-controlling shareholders in VLG based on their proportionate interests in the equity of that company adjusted for its proportionate share of income or losses from operations. On October 13, Wuxin Technology acquired 90% equity interest of VLG from its former shareholders. After that, VLG’s equity interest is 90% held by Wuxin Technology and 10% held by its former shareholders. The non-controlling interest in VLG was 10% as of June 30, 2021 and 2020. As of June 30, 2021 and 2020, the Company recorded non-controlling interest balances of $900,699 and $812,191, respectively.

NOTE 17 — INCOME TAXES

Enterprise Income Taxes (“EIT”)

Wuxin Holdings is incorporated in Cayman Islands as an offshore holding company and is not subject to tax on income or capital gain under the laws of Cayman Islands. Wuxin Hong Kong is established in Hong Kong and is subject to statutory income tax rate at 16.5%.

Under the Law of the People’s Republic of China on Enterprise Income Tax (“New EIT Law”), which was effective from January 1, 2008, both domestically-owned enterprises and foreign-invested enterprises are subject to a uniform tax rate of 25% while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. EIT grants preferential tax treatment to High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years. VLG, the Company’s main operating entities in PRC, was approved as HNTEs and entitled to a reduced income tax rate of 15% for the tax years ended December 31, 2017 to December 31, 2022. TBIT, the Company’s main operating entities in PRC, was approved as HNTEs and entitled to a reduced income tax rate of 15% for the tax years ended December 31, 2017 to December 31, 2022. WFOE, Wuxin Technology, Zhongyitong, Yitianxin and Xinsheng in PRC have applicable EIT rate of 25%. As of June 30, 2021, the tax years ended December 31, 2016 through December 31, 2020 for the Company’s entities remain open for statutory examination by PRC tax authorities.

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of June 30, 2021 and 2020, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the years ended June 30, 2021 and 2020, respectively, and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from June 30, 2021.

The following table reconciles the statutory rate to the Company’s effective tax rate:

	2021			2020
Income before taxes excluded the amounts of loss incurring entities	$	6,747,543		$	4,757,057
PRC EIT tax rates		15%, 25%			15%, 25%
Tax at the PRC EIT tax rates	$	1,086,070		$	756,261
Tax effect of research and development expenses deduction		(632,048	)		(439,123	)
Tax effect of non-deductible expenses		109,307			(6,249	)
Income tax expenses	$	563,329		$	310,888

F-24

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 — INCOME TAXES (cont.)

Income taxes for the years ended June 30, 2021 and 2020 are attributed to the Company’s continuing operations in China and consisted of:

	2021		2020
Current income tax	$	249,252	$	279,372
Deferred income tax		314,077		31,516
Total income tax benefit	$	563,329	$	310,888

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of June 30, 2021 and 2020 are presented below:

	As of June 30,
	2021		2020
Deferred tax assets:
Bad debt allowance	$	87,497	$	67,818
Net operating loss carry-forward		30,911		333,370
Total	$	118,408	$	401,188

There was no valuation allowance for the deferred tax assets as of June 30, 2021 and 2020. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income, projections for future taxable income over the periods in which the deferred tax assets are deductible, and the scheduled reversal of deferred tax liabilities, management believes it is more likely than not the company will realize the benefits of those deductible differences as of June 30, 2021 and 2020.

NOTE 18 — COMMITMENT AND CONTINGENCIES

As of June 30, 2021 and 2020, the Company has no material purchase commitments or significant leases.

From time to time, the Company is involved in various legal proceedings, claims and other disputes arising from commercial operations, employees, and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the Company can give no assurances about the resolution of pending claims, litigation or other disputes and the effect such outcomes may have on the Company, the Company believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on our consolidated financial position or results of operations or liquidity. As of June 30, 2021 and 2020, the Company had no pending legal proceedings outstanding.

NOTE 19 — SEGMENT REPORTING

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management has identified three operating segments which are connectivity products, Internet of vehicles products and smart home products. These operating segments are monitored, and strategic decisions are made based on segmental profit margins. Segment profit is defined as revenue reduced by cost of revenue and other related operating expenses.

F-25

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19 — SEGMENT REPORTING (cont.)

The results are shown as follows for the years ended June 30, 2021, and 2020:

	For the year ended June 30,
	2021		2020
Revenues
Connectivity products	$	30,020,689	$	21,040,236
Internet of vehicles products		12,643,221		9,119,875
Other products		4,313,440		1,673,610
Total	$	46,977,350	$	31,833,721

	For the year ended June 30,
	2021		2020
Cost of revenues
Connectivity products	$	21,602,122	$	14,574,095
Internet of vehicles products		8,364,302		6,747,862
Other products		1,985,851		648,612
Total	$	31,952,275	$	21,970,569

	For the year ended June 30,
	2021		2020
Gross profit
Connectivity products	$	8,418,567	$	6,466,141
Internet of vehicles products		4,278,919		2,372,013
Other products		2,327,589		1,024,998
Total	$	15,025,075	$	9,863,152

	For the year ended June 30,
	2021		2020
Selling and marketing expenses
Connectivity products	$	701,009	$	597,901
Internet of vehicles products		678,230		296,711
Other products		109,650		73,588
Total	$	1,488,889	$	968,200

	For the year ended June 30,
	2021		2020
General and administrative expenses
Connectivity products	$	1,534,544	$	1,520,647
Internet of vehicles products		783,139		319,810
Other products		339,435		126,023
Total	$	2,657,118	$	1,966,480

F-26

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19 — SEGMENT REPORTING (cont.)

	For the year ended June 30,
	2021		2020
Research and development costs
Connectivity products	$	2,682,638	$	2,410,060
Internet of vehicles products		1,780,321		951,020
Other products		174,842		221,511
Total	$	4,637,801	$	3,582,591

	As of June 30,
	2021		2020
Current assets
Connectivity products	$	17,364,766	$	14,428,123
Internet of vehicles products		11,048,109		8,791,360
Other products		3,635,763		1,240,308
Total	$	32,048,638	$	24,459,791

	As of June 30,
	2021		2020
Non-current assets
Connectivity products	$	2,672,674	$	2,827,244
Internet of vehicles products		875,828		213,005
Other products		262,042		254,939
Total	$	3,810,544	$	3,295,188

All of the Company’s operating facilities and long-lived assets are in China, although the Company sells its products across different geographic regions. The following table presents revenues by geographic areas for the years ended June 30, 2021 and 2020, respectively.

	June 30, 2021				June 30, 2020
Country	Revenue Amount (In USD)		As % of Revenue		Revenue Amount (In USD)		As % of Revenue
China	$	45,573,840	97.0	%	$	30,451,190	95.7	%
Other countries and regions		1,403,510	3.0	%		1,382,531	4.3	%
Total	$	46,977,350	100.0	%	$	31,833,721	100.0	%

NOTE 20 — SUBSEQUENT EVENTS

Reorganization

A reorganization of the legal structure was completed in November 2021. The reorganization involved the incorporation of Wuxin Holdings, a Cayman Islands holding company; Wuxin Hong Kong, a holding company established in Hong Kong, PRC; WFOE, a holding company established in Shenzhen, PRC; and the transfer of 100% ownership of Wuxin Technology from the former shareholders to WFOE. Wuxin Holdings, Wuxin Hong Kong and WFOE are all holding companies and had not commenced operation until June 30, 2021. Details of the reorganization, please refer to Note 1 — Organization and nature of operations.

F-27

WUXIN TECHNOLOGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 20 — SUBSEQUENT EVENTS (cont.)

Investment in Business Expansion

In August and November 2021, the Company established two new subsidiaries in addition to the Reorganization, Shenzhen Wuxin Intelligent Innovation Co., Ltd. (“Wuxin Intelligent”) and Shenzhen Wuxin Semiconductor Co., Ltd. (“Wuxin Semiconductor”), to further upgrade products and expand the business. Wuxin Intelligent will be mainly responsible for the definition and research and development of Ant Delete Center (“ADC”) protocol intelligent products, and promoting the popularization of ADC protocol intelligent products among consumer-end users. Wuxin Semiconductor will center on the R&D of ADC protocol and the application and promotion of ADC chips and modules in IoT upgrades in various industries. Up to the issuance date of the report, the Company has not made any investment to the two new subsidiaries.

In accordance with ASC 855-10, the Company evaluated all events and transactions that occurred after June 30, 2021 up through the date the Company issued these financial statements on January 24, 2022 and concluded that no other material subsequent events except for the disclosed above.

F-28

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our articles of association, as adopted by special resolutions on February 15, 2019, provide that, to the extent permitted by law, we shall indemnify each director (including alternate director), and any of our other officers (including an investment adviser or an administrator or liquidator) and their personal representatives against:

(a)     any liability incurred by him as a result of any act or failure to act in carrying out his functions other than such liability (if any) that he may incur by his own actual fraud or willful default; and

(b)    without limitation to paragraph (a) above, expenses, including legal fees, incurred by a director, alternate director or officer, or former director, alternate director or officer in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by such party to repay the amount if it shall ultimately be determined that such director, alternate director or officer is not entitled to be indemnified by the Company and upon such terms and conditions, if any, as the Company deems appropriate.

The Company may purchase and maintain insurance in relation to any person who is or was a director, alternate director, officer or liquidator of the company, or who at the request of the company is or was serving as a director, alternate director, officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity.

To the extent permitted by law, we may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former secretary or any of our officers in respect of any matter identified in above on condition that the secretary or officer must repay the amount paid by us to the extent that it is ultimately found not liable to indemnify the secretary or that officer for those legal costs.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.

We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions or pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering. No underwriters were involved in these issuances of securities. We believe that our issuances of share awards to our employees, officers and consultants were exempt from registration under the Securities Act in reliance on Rule 701 under the Securities Act. During the past three years, we have issued the following securities:

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)    Exhibits

See Exhibit Index beginning on page II-3 of this registration statement.

(b)    Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

II-1

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1)    For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)    For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4)    For the purpose of determining any liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)     any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)    any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)   the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)   any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-2

EXHIBIT INDEX

1.1	Form of Underwriting Agreement*
3.1	Amended and Restated Memorandum and Articles of Association, effective on December 11, 2021
4.1	Specimen Certificate for Ordinary Shares*
5.1	Form of opinion of Cayman Counsel regarding the validity of the Ordinary Shares being registered*
10.1	English Translation of the Form of the Share Exchange Agreement by each of the shareholders of Wuxin Technology and WFOE, dated November 10, 2021
10.2	Employment Agreement by and between the Chief Executive Officer and the Company
10.3	Employment Agreement by and between the Chief Financial Officer and the Company
10.4	English Translation of the Lease Agreement between Huizhou Mingshang Hi-Tech Industry Co., Ltd. and VLG, dated June 1, 2018
10.5	English Translation of the Amendment to the Lease Agreement between Huizhou Mingshang Hi-Tech Industry Co., Ltd. and VLG Wireless Technology Co., Ltd., Huizhou Branch, dated June 1, 2021
10.6	English Translation of the Lease Agreement between Shenzhen SDG Information Co., Ltd. and TBIT, dated September 28, 2019
10.7	English Translation of the Lease Agreement between Shenzhen Nanhang Electronics Industry Co., Ltd. and Yitianxin, dated October 1, 2020
10.8	English Translation of the Lease Agreement between Shenzhen Nanhang Electronics Industry Co., Ltd. and Xinsheng, dated October 1, 2020
10.9	English Translation of Lease Agreement between Shenzhen SDG Information Co., Ltd. and Wuxin Technology, dated February 5, 2021
10.10	English Translation of the Lease Agreement between Topson Electronics (Hangzhou) Co., Ltd. and VLG, dated December 12, 2020
10.11	English Translation of the Loan Agreement between Yitianxin and China Merchants Bank Co., Ltd., Shenzhen Branch, dated August 21, 2020
10.12	English Translation of the Loan Agreement between TBIT and China Merchants Bank Co., Ltd., Shenzhen Branch, dated April 26, 2021
10.13	English Translation of the Financing Loan Agreement between TBIT and SPD Bank, dated April 30, 2021
10.14	English Translation of the Loan Agreement between TBIT and SPD Bank, dated July 15, 2021
10.15	English Translation of the Loan Agreement between VLG and China Merchant Bank Co., Ltd., Shenzhen Branch, dated September 23, 2021
10.16	English Translation of Customized Chip Framework Supply Agreement by and between Xiamen Yixinyuan Semiconductor Co., Ltd. and Xinsheng, dated January 1, 2019
21.1	List of Subsidiaries
23.1	Consent of TPS Thayer LLC
23.2	Consent of Cayman Counsel (included in Exhibit 5.1)*
24.1	Power of Attorney
99.1	Opinion of King & Capital Law Firm*
99.2	Audit Committee Charter*
99.3	Compensation Committee Charter*
99.4	Nomination Committee Charter*
99.5	Consent of Director Nominee (Shaomei Zhang)
99.6	Consent of Director Nominee (Zhiyong Liu)
99.7	Consent of Director Nominee (Hui Joseph Zou)
99.8	Consent of Director Nominee (Fei Chen)
99.9	Consent of King & Capital Law Firm (included in Exhibit 99.1)*
107	Filing Fee Table

____________

*        To be filed by amendment

**      Filed previously

II-3

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shenzhen, People’s Republic of China, on March28, 2022.

Wuxin Technology Holdings, Inc.
By:	/s/ Lianqi Liu
Name:	Lianqi Liu
Title:	Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Lianqi Liu	Chief Executive Officer and Chairman	March28, 2022
Lianqi Liu	(Principal Executive Officer)
/s/ Yang Guo	Chief Financial Officer	March28, 2022
Yang Guo	(Principal Accounting and Financial Officer)
/s/ Zhiyong Liu	Chief Technology Officer, Chief Scientist and	March28, 2022
Zhiyong Liu	Director Nominee
/s/ Shaomei Zhang	Independent Director Nominee	March28, 2022
Shaomei Zhang
/s/ Hui Joseph Zou	Independent Director Nominee	March28, 2022
Hui Joseph Zou
/s/ Fei Chen	Independent Director Nominee	March28, 2022
Fei Chen

II-4

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in New York, NY on March28, 2022.

Cogency Global Inc.
By:	/s/ Colleen A. De Vries
Name:	Colleen A. De Vries
Title:	Senior Vice President on behalf of Cogency Global Inc.

II-5

EX-3.1

Exhibit 3.1 

THE COMPANIES LAW (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

FIRST AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

WUXIN TECHNOLOGY HOLDINGS, INC.

INTERPRETATION

1. In these Articles save where the context otherwise requires:-

“Articles” or “Articles of Association” means these articles of association as originally adopted or as, from time to time, altered or substituted by Special Resolution;

“certificate” or “share certificate” means a share certificate of the Company;

“Class A Ordinary Shares” means the Class A ordinary shares in the capital of the Company with a par value of US$0.0001 each having such rights and subject to such restrictions as set out in the Articles；

“Class B Ordinary Shares” means the Class B ordinary shares in the capital of the Company with a par value of US$0.0001 each having such rights and subject to such restrictions as set out in the Articles；

“Class A Shareholder(s)” means the holder(s) of Class A Ordinary Share(s)；

“Class B Shareholder(s)” means the holder(s) of Class B Ordinary Share(s)；

“Companies Law” means the Companies Law (2016 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof. Where any provision of the Companies Law is referred to, the reference is to that provision as amended by any law for the time being in force;

“Company” means the above-named company;

“debenture” means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the assets of the Company or not;

“Directors” and “Board of Directors” means the directors of the Company for the time being or, as the case may be, the directors assembled as a board or as a committee thereof and “Director” means any one of the Directors;

“Members” means those persons who have agreed to become members of the Company and whose names have been entered in the Register of Members and includes each subscriber of the Memorandum of Association and “Member” means any one of them;

“Memorandum of Association” means the memorandum of association of the Company, as amended and re-stated from time to time;

“month” means calendar month;

“Ordinary Resolution” means a resolution:-

(i) passed by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or

(ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed;

“Ordinary Shares” means the ordinary shares of US$0.0001 par value per share in the capital of the Company, including the Class A Ordinary Shares and Class B Ordinary Shares;

“paid up” means paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;

“Registered Office” means the registered office for the time being of the Company;

“Register of Members” means the register of members to be kept by the Company in accordance with section 40 of the Companies Law;

“Seal” means the common seal of the Company (if adopted) including any facsimile thereof;

“shares” means shares in the capital of the Company, including a fraction of any of them and “share” means any one of them;

“signed” includes a signature or representation of a signature affixed by mechanical means;

Page 2 of 26

“Special Resolution” means a resolution passed in accordance with section 60 of the Companies Law, being a resolution:-

(i) passed by a majority of not less than two-thirds of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or

(ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments if more than one, is executed; and

“written” and “in writing” includes all modes of representing or reproducing words in visible form.

2. In these Articles save where the context otherwise requires:-

2.1 words importing the singular number shall include the plural number and vice versa;

2.2 words importing the masculine gender only shall include the feminine gender and the neuter gender and vice versa;

2.3 words importing persons only shall include companies or associations or bodies of persons, whether corporate or not;

2.4 “may” shall be construed as permissive and “shall” shall be construed as imperative;

2.5 a reference to a dollar or dollars (or US$ or $) and to a cent or cents (or c) is a reference to dollars and cents of the United States of America;

2.6 references to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

2.7 reference to any determination by the Directors shall be construed as a determination by the Directors on their sole and absolute discretion and shall be applicable either generally or in any particular case; and

2.8 reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one and partly another.

3. Subject to the two preceding Articles, any expressions defined in the Companies Law shall, if not inconsistent with the subject or context of these Articles, bear the same meaning in these Articles.

Page 3 of 26

COMMENCEMENT OF BUSINESS

4. The business of the Company may be commenced as any time after incorporation.

5. The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration and in connection with the offer for subscription and issue of shares. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.

REGISTERED OFFICE

6. The Registered Office of the Company shall be at such place in the Cayman Islands as the Directors shall from time to time resolve by resolution. The Company may also establish and maintain such other offices and places of business and agencies outside the Cayman Islands as the Directors decide.

REGISTER OF MEMBERS

7. The Company shall maintain or cause to be maintained a Register of Members in accordance with the Companies Law. The Directors shall keep at the Registered Office or such other place as determined by them, the Register of Members, which shall contain the following information:-

7.1 the name and address of each Member, a statement of the shares held by him and a statement of the amount paid or agreed to be considered as paid on such shares;

7.2 the date on which each person was entered in the register as a Member; and

7.3 the date on which any person ceased to be a Member.

ALTERATION OF ARTICLES

8. The Company may from time to time alter or add to these Articles by passing a Special Resolution in the manner prescribed in these Articles. No Member shall be bound by any alteration made to the Memorandum of Association or to the Articles after the date on which he became a Member if and so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability as at that date to contribute to the share capital of, or otherwise to pay money to, the Company unless such Member agrees in writing to be bound by the alteration either before or after it is made.

SHARE CERTIFICATES

9. No Member shall be entitled to a certificate for any or all of his shares unless the Directors shall determine otherwise.

10. Should the Directors determine to provide a Member with a share certificate, the share certificate will be in such form as determined by the Directors.

Page 4 of 26

ISSUE OF SHARES

11. Subject to the provisions, if any, in that behalf of the Memorandum of Association or these Articles, and to any direction that may be given by the Company in general meeting and without prejudice to any special rights previously conferred on the holders of existing shares, all unissued shares in the capital of the Company shall be under the control of the Directors, and the Directors may issue, allot, grant options over, re-designate or dispose of such unissued shares (including fractions of a share) with or without preferred, deferred or other special rights or such restrictions whether in regard to dividend, voting, return of capital or otherwise and in such manner, to such persons and on such terms as the Directors in their absolute discretion think fit.

12. The Company shall not issue shares in bearer form.

COMMISSION ON SALE OF SHARES

13. The Company may in so far as may be permitted by law, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares. Such commission may be satisfied by the payment of cash or the lodgment of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

TRANSFER OF SHARES

14. The instrument of transfer of any share shall be in writing in any usual or common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanies by the share certificate (if any) to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Member until the name of the transferee is entered in the Register of Members in respect of the relevant shares.

15. The Directors may in their absolute discretion decline to register any transfer of shares without assigning any reason therefore.

16. The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine.

17. All instruments of transfer that are registered shall be retained by the Company. But any instruments of transfer that the Directors decline to register shall (except in any case of fraud) be returned to the person depositing the same.

Page 5 of 26

TRANSMISSION OF SHARES

18. The legal personal representative of a deceased sole holder of a share shall be the only person recognized by the Company as having any title to the share. In the case of a share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only person recognized by the Company as having any title to the share.

19. Any person becoming entitled to a share in consequence of the death, bankruptcy, liquidation or dissolution of a Member shall upon such evidence being produced as may from time to time be properly required by the Directors, have the right either to be registered as a member in respect of the share (and if he so elects shall deliver to the Company a notice in writing signed by him stating his election to be registered as holder) or, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by the deceased or bankrupt person before the death or bankruptcy.

20. A person becoming entitled to a share by reason of the death, bankruptcy liquidation or dissolution of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company PROVIDED THAT the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days the Directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

REDEMPTION AND PURCHASE OF OWN SHARES

21. Subject to the provisions of the Companies Law and subject to the terms of these Articles the Company may:-

21.1 issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of such shares, determine;

21.2 purchase its own shares (including fractions of a share and any redeemable shares) on such terms and in such manner as the Directors may determine and agree with the Member;

21.3 make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Companies Law including out of capital; and

21.4 accept the surrender for no consideration of any paid up share (including any redeemable share) on such terms and in such manner as the Directors may determine.

Page 6 of 26

22. A share which is liable to be redeemed by either the Company or the Member shall be redeemed by the entitled party giving to the other notice in writing of the intention to redeem such shares (a “Redemption Notice”) and specifying the date of such redemption which must be a day on which banks in the Cayman Islands are open for business.

23. Any share in respect of which a Redemption Notice has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the Redemption Notice.

24. The redemption or purchase of any share shall not be deemed to give rise to the redemption or purchase of any other share.

25. At the date specified in the Redemption Notice, or the date on which the shares are to be purchased, the holder of the shares being redeemed or purchased shall be bound to deliver up to the Company at its Registered Office the certificate (if any) thereof for cancellation and thereupon the Company shall pay to him the redemption or purchase moneys in respect thereof.

26. The Directors may, when making payments in respect of the redemption or purchase of shares, if authorized by the terms of issue of the shares being redeemed or purchased or with the agreement of the holder of such shares, make such payment either in cash or in specie.

VARIATION OF RIGHTS ATTACHING TO SHARES

27. If at any time the share capital of the Company is divided into different classes of shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied by the Board of Directors with the consent in writing of the holders of two-thirds of the issued shares of that class, or with the sanction of a Special Resolution passed at a general meeting of the holders of the issued shares of that class present in person or by proxy.

28. The provisions of these Articles relating to general meetings of the Company shall mutatis mutandis apply to every such general meeting of the holders of such class of shares, but so that the necessary quorum shall be at least one person holding or representing by proxy at least one-third of the issued shares of the class and so that any holder of shares of the class present in person or by proxy may demand a poll.

29. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or by the redemption or purchase of shares of any class by the Company.

FRACTIONAL SHARES

30. The Directors may issue fractions of a share of any class of shares, and, if so issued, a fraction of a share (calculated to three decimal points) shall be subject to and carry the corresponding fraction of liabilities (whether with respect to any unpaid amount thereon, contribution, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without limitation, voting and participation rights) and other attributes of a whole share of the same class of shares. If more than one fraction of a share of the same class is issued to or acquired by the same Member such fractions shall be accumulated.

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CONVERSION

31. Each Class B Ordinary Share is convertible into one (1) fully paid Class A Ordinary Share at any time by the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.

32. Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any Person which is not an Affiliate of such holder, or upon a change of beneficial ownership of any Class B Ordinary Shares as a result of which any Person who is not an Affiliate of the holders of such Ordinary Shares becomes a beneficial owner of such Ordinary Shares, such Class B Ordinary Shares shall be automatically and immediately converted into an equal number of Class A Ordinary Shares. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in the Register of Members; (ii) the creation of any pledge, charge, encumbrance or other third-party right of whatever description on any Class B Ordinary Shares to secure any contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third-party right is enforced and results in the third party who is not an Affiliate of the relevant Member becoming a beneficial owner of the relevant Class B Ordinary Shares in which case all the related Class B Ordinary Shares shall be automatically and immediately converted into the same number of Class A Ordinary Shares, and (iii) any sale, transfer, assignment or disposition of any Class B Ordinary Shares by a holder thereof to any Person which is a beneficial owner of Class B Ordinary Shares shall not trigger the automatic conversion of such Class B Ordinary Shares into Class A Ordinary Shares as contemplated under this Article.

33. Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to this Article shall be effected by means of the re-designation and re-classification of the relevant Class B Ordinary Share as a Class A Ordinary Share together with such rights and restrictions and which shall rank pari passu in all respects with the Class A Ordinary Shares then in issue. Such conversion shall become effective forthwith upon entries being made in the Register of Members to record the re-designation and re-classification of the relevant Class B Ordinary Shares as Class A Ordinary Shares.

34. Upon conversion, the Company shall allot and issue the relevant Class A Ordinary Shares to the converting Member, enter or procure the entry of the name of the relevant holder of Class B Ordinary Shares as the holder of the relevant number of Class A Ordinary Shares resulting from the conversion of the Class B Ordinary Shares in, and make any other necessary and consequential changes to, the Register of Members and shall procure that certificates in respect of the relevant Class A Ordinary Shares, together with a new certificate for any unconverted Class B Ordinary Shares comprised in the certificate(s) surrendered by the holder of the Class B Ordinary Shares are issued to the holders of the Class A Ordinary Shares and Class B Ordinary Shares.

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35. Save and except for voting rights and conversion rights as set out in this Article, Class A Ordinary Shares and Class B Ordinary Shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions.

LIEN ON SHARES

36. The Company shall have a first priority lien and charge on every partly paid share for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have a first priority lien and charge on all partly paid shares registered in the name of a Member (whether held solely or jointly with another person) for all moneys presently payable by him or his estate to the Company; but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien, if any, on a share shall extend to all dividends and other moneys payable in respect thereof.

37. The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the persons entitled thereto of which the Company has notice, by reason of his death or bankruptcy.

38. To give effect to any such sale the Directors may authorize some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

39. The proceeds of such sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue (if any) shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES

40. The Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium or otherwise) and each Member shall (subject to receiving at least 14 days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his shares.

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41. A call shall be deemed to have been made at the time that the Directors have resolved by resolution to make such call.

42. The joint holders of a share shall be jointly and severally liable to pay calls in respect thereof.

43. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium or otherwise, shall for the purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which by the terms of issue the same becomes payable, and in the case of non-payment all the relevant provisions of these Articles as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

44. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of eight per centum per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

45. The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

46. The Directors may make arrangements on the issue of shares for a difference between the Members, or the particular shares, in the amount of calls to be paid and in the times of payment and may revoke or postpone a call in their discretion.

47. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of a Special Resolution eight per centum per annum) as may be agreed upon between the Member paying the sum in advance and the Directors.

FORFEITURE OF SHARES

48. If a Member fails to pay any call or installment of a call together with any interest which may have accrued on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of such call or installment remains unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.

49. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

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50. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before forfeiture.

51. A forfeited share may be sold, cancelled or otherwise disposed of on such terms and in such manner as the Directors in their absolute discretion think fit, and at any time before a sale, cancellation or disposition the forfeiture may be cancelled on such terms as the Directors in their absolute discretion think fit.

52. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but shall, notwithstanding, remain liable to pay to the Company all monies which, at the date of forfeiture, were payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company shall have received payment in full of all such monies in respect of the shares. When any share shall have been forfeited, notice of the Directors’ resolution to that effect shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register of Members.

53. A statutory declaration in writing that the declarant is a Director, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

54. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

55. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a share becomes payable at any time, whether on account of the amount of the share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

ALTERATION OF CAPITAL

56. The Company may from time to time by Special Resolution increase the authorized share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe.

57. The Company may by Special Resolution:-

57.1 consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

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57.2 subdivide its existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;

57.3 cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled; and

57.4 convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination.

58. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorized by the Companies Law.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

59. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period but not to exceed in any case 40 days. If the Register of Members shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members such register shall be so closed for not more than 10 days immediately preceding such meeting and the record date for such determination shall be the first date of the closure of the Register of Members.

60. In lieu of or apart from closing the Register of Members, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a meeting of the Members and for the purpose of determining those Members that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination.

61. If the Register of Members is not so closed and no record date is fixed for the determination of those Members that are entitled to receive notice of, attend or vote at a meeting of Members or those Members that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of those Members that are entitled to receive notice of, attend or vote at a meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof.

GENERAL MEETINGS OF MEMBERS

62. The Directors may, whenever they think fit, convene a general meeting of the Company.

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63. The Directors shall, upon the requisition in writing of one or more Members holding in the aggregate not less than one-tenth of such paid-up capital of the Company as at the date of the requisition carries the right of voting at general meetings, convene an extraordinary general meeting. Any such requisition shall express the object of the meeting proposed to be called, and shall be left at or posted to the Registered Office and may consist of several documents in like form each signed by one or more requisitionists.

64. If the Directors do not convene a requisitioned meeting within 21 days of the deposit of the requisition (such meeting to be convened no less than 45 days from the date of deposit of the requisition), the requisitionists themselves may convene the general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.

65. If at any time there are no Directors of the Company, any two Members (or if there is only one Member then that Member) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

66. At least seven days’ notice (excluding the day that notice is deemed to be given and the day the meeting is to be held) shall be given of an annual general meeting or any other general meeting. Notice shall be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Special Resolution to such persons as are, under these Articles, entitled to receive such notices from the Company and shall specify the place, the day and the hour of the meeting and, in case of special business, the general nature of that business.

67. With the consent of all the Members entitled to receive notice of some particular meeting and attend and vote thereat, a meeting may be convened by such shorter notice or without notice and in such manner as those Members may think fit.

68. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Member shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

69. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, one or more Members holding at least a majority of the paid up voting share capital of the Company present in person or by proxy shall be a quorum.

70. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Member or Members present and entitled to vote shall be a quorum.

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71. The chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company.

72. If there is no such chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Members present shall choose one of their number to be chairman.

73. The chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

74. All business carried out at a general meeting shall be deemed special with the exception of sanctioning a dividend, the consideration of the accounts, balance sheets, and financial report of the Directors and the Company’s auditors, and the appointment and removal of Directors and the fixing of the remuneration of the Company’s auditors. No special business shall be transacted at any general meeting without the consent of all Members entitled to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting.

VOTES OF MEMBERS

75. Subject to any rights or restrictions attached to any shares, every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorized representative or by proxy, shall have one vote and on a poll every Member present in any such manner shall have one vote for every share of which he is the holder. Notwithstanding anything to the contrary in the Articles, holders of Class A Ordinary Shares and holders of Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members, and each Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at general meetings of the Company, and each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company. At any general meeting a resolution put to the vote of the meeting shall be decided on a poll.

76. A poll shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting.

77. In the case of an equality of votes on a poll the chairman of the meeting shall not be entitled to a second or casting vote.

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78. A poll on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll on any other question shall be taken at such time as the chairman of the meeting directs.

79. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

80. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a poll, by his committee, or other person in the nature of a committee appointed by that court, and any such committee or other person, may on a poll, vote by proxy.

81. No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company held by him and carrying the right to vote have been paid.

82. On a poll votes may be given either personally or by proxy.

83. A resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being companies by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

MEMBERS’ PROXIES

84. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized. A proxy need not be a Member of the Company.

85. The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for which the meeting or adjourned meeting is scheduled PROVIDED THAT the chairman of the meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt by confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company.

86. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.

87. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

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88. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

COMPANIES ACTING BY REPRESENTATIVES AT MEETINGS

89. Any company which is a Member or a Director may, by resolution of its directors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members or of the Board of Directors or of a committee of Directors, and the person so authorized shall be entitled to exercise the same powers on behalf of such company which he represents as that company could exercise if it were an individual Member or Director.

APPOINTMENT OF DIRECTORS

90. The first Director(s) shall be appointed at a meeting or by written resolution of the subscribers to the Memorandum of Association.

91. The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors but so that the total number of Directors (exclusive of alternate Directors) shall not at any time exceed the number fixed in accordance with these Articles.

92. The Company may by Ordinary Resolution appoint any person to be a Director and may in like manner remove any Director and may in like manner appoint another person in his stead.

93. A Director shall hold office until such time as he is removed from office in accordance with the provision of these Articles.

94. The Company may by Special Resolution from time to time fix the maximum and minimum number of Directors to be appointed but unless such number is fixed as aforesaid there is no minimum number of Directors and the maximum number of Directors shall be unlimited.

95. The remuneration of the Directors from time to time shall be determined by the Directors or by Special Resolution.

96. The shareholding qualification for Directors may be fixed by the Company by Special Resolution and unless and until so fixed no share qualification shall be required.

ALTERNATE DIRECTORS

97. A Director may in writing appoint any person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be required to sign such written resolutions where they have been signed by the appointing Directors, and to act in such Director’s place at any meeting of the Directors at which he is unable to be present. Every such alternate shall be entitled to attend, speak and vote at meetings of the Directors as a Director when the Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. An alternate shall not be an officer of the Company and shall be deemed to be the agent of the Director appointing him and the remuneration of such alternate (if any) shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.

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98. The alternate shall ipso facto vacate office if and when his appointor ceases to be a Director or removes the appointee from office.

99. Any Director may appoint any person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

POWERS AND DUTIES OF DIRECTORS

100. Subject to the provisions of the Companies Law, these Articles and to any resolutions made by the Company in general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that resolution had not been made.

101. The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

BORROWING POWERS OF DIRECTORS

102. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

APPOINTMENT OF OFFICERS

103. The Directors may from time to time appoint any person, whether or not a director of the Company to hold such office in the Company as the Directors may think necessary for the administration of the Company, including without prejudice to the foregoing generality, the office of president, one or more vice-presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto determine if any managing director ceases for any cause to be a Director, or if the Directors resolve that his tenure of office be terminated.

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104. The Directors may appoint a secretary or secretaries of the Company (and if need be an assistant secretary or assistant secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit.

105. Any person appointed by the Directors pursuant to the above Articles may be removed by the Directors.

COMMITTEES OF DIRECTORS

106. The Directors may from time to time and at any time establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any of the aforesaid.

107. The Directors may delegate any of their powers to committees and any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

108. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following paragraphs shall be without prejudice to the general powers conferred by this paragraph.

109. The Directors may from time to time and at any time delegate to any committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorize the members for the time being of any such local board, or any of them, to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

110. Any such delegates as aforesaid may be authorized by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.

111. A committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

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112. A committee appointed by the Directors may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.

PROCEEDINGS OF DIRECTORS

113. The Directors may meet together (either within or without the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. A Director or a Director’s duly appointed alternate may, at any time, and any secretary or assistant secretary shall on the requisition of a Director summon a meeting of the Directors.

114. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless fixed, if there are two or more Directors the quorum shall be two, and if there is one Director the quorum shall be one. A Director represented by proxy or by an Approved Alternate Director at a meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present. Any resolution of the Directors must be approved by a majority of the Directors present at a meeting at which there is a quorum in order to be valid. A resolution signed by all members of the Board of Directors entitled to receive notice of a meeting of the Board of Directors shall be as valid and effectual for all purposes as a resolution of such Directors duly passed at a meeting of the Board of Directors duly convened, held and constituted.

115. The Directors may elect a chairman of their meetings and determine the period for which he is to hold office but if no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

116. Questions arising at any meeting shall be decided by a majority of votes of the Directors and duly appointed alternates present, the vote of an alternate not being counted if his appointor is also present at such meeting. In the case of an equality of votes the chairman shall not have a second or casting vote.

117. A Director or Directors and any duly appointed alternates may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such Director or Directors are members, by means of telephone or similar communication equipment by way of which all persons participating in such meeting can hear each other and such participation shall be deemed to constitute presence in person at the meeting.

118. A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.

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119. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

120. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorize a Director or his firm to act as auditor to the Company.

121. The Directors shall cause minutes to be made for the purpose of recording:-

121.1 all appointments of officers made by the Directors;

121.2 the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

121.3 all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

122. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

123. A resolution signed by all the Directors (in one or more counterparts) shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. When signed a resolution may consist of several documents each signed by one or more of the Directors.

124. The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the Company as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

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125. All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

DISQUALIFICATION OF DIRECTORS

126. The office of Director shall be automatically vacated, if the Director:-

126.1 dies;

126.2 resigns his office by notice in writing to the Company;

126.3 becomes bankrupt or makes any arrangement or composition with his creditors;

126.4 is found by a court or competent institution to be of unsound mind;

126.5 is removed from office by Ordinary Resolution;

126.6 is removed from office pursuant to any other provision of these Articles.

DIVIDENDS

127. Subject to any rights and restrictions for the time being attached to any class or classes of shares, the Directors may from time to time declare interim dividends on shares of the Company in issue and authorize payment of the same out of the funds of the Company lawfully available therefor.

128. Subject to any rights and restrictions for the time being attached to any class or classes of shares, the Company may by Special Resolution declare final dividends, but no dividend shall exceed the amount recommended by the Directors.

129. The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors be applicable for meeting contingencies, or for equalizing dividends or for any other purpose to which those funds may be properly applied and may pending such application, in the Directors’ absolute discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit.

130. Any dividend may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such person and such address as the Member or person entitled, or such joint holders as the case may be, may direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to the order of such other person as the Member or person entitled, or such joint holders as the case may be, may direct.

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131. The Directors may when paying dividends to the Members in accordance with the foregoing provisions, make such payment either in cash or in specie.

132. No dividend shall be paid otherwise than out of profits or, subject to the restrictions of the Companies Law, the share premium account.

133. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid on the shares, but if and so long as nothing is paid up on any of the shares in the Company dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the share.

134. If several persons are registered as joint holders of any share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share.

135. No dividend shall bear interest against the Company.

FINANCIAL YEAR

136. Unless the Directors otherwise resolve, the financial year end of the Company shall be 31st December in each year and following the year of incorporation shall begin on 1st January of each year.

ACCOUNTS AND AUDIT

137. The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.

138. The books of account shall be kept at such place as the Directors think fit, and shall always be open to the inspection of the Directors.

139. The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorized by the Directors or by Ordinary Resolution.

140. The accounts relating to the Company’s affairs shall only be audited if the Directors so determine, in which case the financial year end and the accounting principles will be determined by the Directors.

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141. The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

CAPITALIZATION OF RESERVES

142. Subject to the Companies Law, the Directors may, with the authority of a Special Resolution:

142.1 resolve to capitalize an amount standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), or otherwise available for distribution;

142.2 appropriate the sum resolved to be capitalized to the Members in proportion to the nominal amount of shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:-

142.2.1 paying up the amounts (if any) for the time being unpaid on shares held by them respectively, or

142.2.2 paying up in full unissued shares or debentures of a nominal amount equal to that sum,

and allot the shares or debentures, credited as fully paid, to the Members (or as they may direct) in those proportions, or partly in one way and partly in the other;

142.3 make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalized reserve and in particular, without limitation, where shares or debentures become distributable in fractions Directors may deal with the fractions as they think fit;

142.4 generally do all acts and things required to give effect to the resolution.

SHARE PREMIUM ACCOUNT

143. The Directors shall in accordance with section 34 of the Companies Law establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share.

144. There shall be debited to any share premium account on the redemption or purchase of a share the difference between the nominal value of such share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by section 37 of the Companies Law, out of capital.

NOTICES

145. Notices shall be in writing and may be given by the Company or by the person entitled to give notice to any Member either personally, by facsimile or by sending it through the post in a prepaid letter or via a recognized courier service, fees prepaid, addressed to the Member at his address as appearing in the Register of Members. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

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146. Where notice or other documents are sent by:-

146.1 post, notice shall be deemed to have been served five days after the time when the letter containing the same is posted and if sent by courier, shall be deemed to have been served five days after the time when the letter containing the same is delivered to the courier (in proving such service it shall be sufficient to prove that the letter containing the notice or document was properly addressed and duly posted or delivered to the courier); or

146.2 facsimile, notice shall be deemed to have been served upon confirmation of receipt.

147. Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

148. Any notice or document delivered or sent by post to or left at the registered address of any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

149. Notice of every general meeting shall be given in the manner hereinbefore authorized to:-

149.1 all Members who have a right to receive notice and who have supplied the Company with an address for the giving of notices to them and in the case of joint holders, the notice shall be sufficient if given to the first named joint holder in the Register of Members; and

149.2 every person entitled to a share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other person shall be entitled to receive notice of general meetings.

THE SEAL

150. The Company shall not have a Seal unless otherwise resolved by the Directors. Any such Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors or of a committee of directors authorized by the Directors in that behalf provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. Every instrument to which the Seal is affixed shall be signed by a Director of the Company or by any one or more persons as the Directors may appoint for that purpose.

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151. The Company may maintain a duplicate or duplicates of the Seal but such duplicate(s) shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors provided always that such authority may be given prior to or after the affixing of such duplicate and if given after may be in general form confirming a number of affixings of such duplicate. Every instrument to which a duplicate of the Seal is affixed shall be signed by a Director of the Company or by any one or more persons as the Directors may appoint for that purpose and such affixing of a duplicate of the Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed and the instrument signed by a Director of the Company.

152. Notwithstanding the foregoing, a director or officer, representative or attorney of the Company shall have the authority to affix the Seal, or a duplicate of the Seal, over his signature alone on any instrument or document required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

INDEMNITY

153. Every Director (including for the purposes of this Article any alternate appointed pursuant to the provisions of these Articles), managing director, agent, secretary, assistant secretary or other officer for the time being and from time to time of the Company (but not including the Company’s auditor) and the personal representatives of the same shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him in or about the conduct of the Company’s business or affairs or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere except to the extent that any of the foregoing arise through his dishonesty.

154. No such Director, duly appointed alternate, managing director, agent, secretary, assistant secretary or other officer of the Company (but not including the Company’s auditor) shall be liable (i) for the acts, receipts, neglects, defaults or omissions of any other such Director or officer or agent of the Company or (ii) by reason of his having joined in any receipt for money not received by him personally or (iii) for any loss on account of defect of title to any property of the Company or (iv) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (v) for any loss incurred through any bank, broker or other agent or (vi) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgment or oversight on his part or (vii) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of his office or in relation thereto, unless the same shall happen through his own dishonesty.

WINDING UP

155. If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Companies Law, divide amongst the Members in specie or cash the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributors as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

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156. Without prejudice to the rights of holders of shares issued upon special terms and conditions, if the Company shall be wound up, and the assets available for distribution among the Members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid-up, or which ought to have been paid-up, at the commencement of the winding up on the shares held by them respectively. If on a winding up the assets available for distribution among the Members shall be more than sufficient to repay the whole of the capital paid-up at the commencement of the winding up, the excess shall be distributed among the Members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively.

AMENDMENT OF MEMORANDUM OF ASSOCIATION

157. Subject to and insofar as permitted by the Companies Law, these Articles, the Company may at any time and from time to time by Special Resolution alter or amend its Memorandum of Association with respect to any objects, powers or other matters specified therein.

AMENDMENT OF ARTICLES OF ASSOCIATION

158. Subject to the Companies Law, these Articles, and the rights attaching to the various classes of shares, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.

REGISTRATION BY WAY OF CONTINUATION

159. The company may by Special Resolution resolve to be registered by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands. The Directors may make application to the Registrar of Companies to deregister the Company in the Cayman Islands and may take all such further steps as they consider appropriate to be taken, in accordance with the Companies Law, to effect the transfer by way of continuation of the Company.

MERGERS AND CONSOLIDATION

160. The Company may by Special Resolution resolve to merge or consolidate the Company in accordance with the Companies Law.

NON-RECOGNITION OF TRUSTS

161. No person shall be recognised by the Company as holding any share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any of its shares (or fraction thereof) or any other rights in respect thereof except an absolute right to the entirety thereof in each Member registered in the Register of Members.

DISCLOSURE

162. The Directors, or any authorized service providers (including the officers, the Secretary and the registered office agent of the Company) shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on which the Shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation, information contained in the Register and books of the Company.

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EX-10.1

Exhibit 10.1

Share Exchange Agreement

Transferor: [   ] (hereinafter referred to as Party A)

Address: [   ]

ID number / unified social credit code: [   ]

Transferee: Shenzhen Wuxin Holdings Co., Ltd. (hereinafter referred to as Party B) Address: Yuehai Street, Nanshan District, Shenzhen Room 1502, SD Information Technology Building, No. 2 Qiongyu Road, Science and Technology Park Community

ID number/unified social credit code: [   ]

Shenzhen Wuxin Technology Holding Group Co., Ltd. was established in Shenzhen on May 17, 2005, by Party A and Wang Huizuo, Shenzhen Bi'an United Technology Investment Enterprise (Limited Partnership), Shenzhen Bi'an Internet of Things Investment Enterprise (Limited Partnership), Funded by Shenzhen Wuxin Venture Management Enterprise (Limited Partnership), the registered capital is RMB 10 million. Among them, Party A holds [ ]% of the shares. Party A is willing to transfer its [ ]% equity of the company to Party B, and Party B is willing to accept the transfer. According to the provisions of the "Company Law of the People's Republic of China" and the "Contract Law of the People's Republic of China", Party A and Party B have reached the following agreement on the transfer of equity interests through negotiation:

1、The price of the share exchange and the payment term and method of the transfer payment:

（1）Party A holds [   ]% of the equity. According to the original articles of association, Party A should contribute RMB 5.25 million. Now Party A transfers its [   ]% equity in the company to Party B at RMB 0.0001 million.

（2）Party B shall, within 30 days from the effective date of this agreement, pay the share exchange funds to Party A in one installment by bank transfer in the currency and amount specified in the preceding paragraph.

2. Party A guarantees that it has the full right to dispose of the equity it intends to transfer to Party B, and guarantees that the equity will not be

There is a pledge to ensure that the equity is not seized and protected from recourse by a third party, otherwise Party A shall bear all economic and legal liabilities arising therefrom.

3. About the sharing of profits and losses (including creditor's rights and debts) of Shenzhen Wuxin Technology Holding Group Co., Ltd.:

（1）After this agreement takes effect, Party B shall share the profits of Shenzhen Wuxin Technology Holding Group Co., Ltd. and the corresponding risks and losses according to the proportion of the transferred equity.

（2） If Party A fails to truthfully inform Party B about the debts owed by Shenzhen Wuxin Technology Holding Group Co., Ltd. before the share exchange when Party A signs this agreement, and Party B suffers losses after becoming a shareholder of the joint venture, Party B shall have the right to Claim compensation from Party A.

4. Liability for breach of contract:

（1）Once this agreement takes effect, both parties must perform it consciously. Any party that fails to fully perform its obligations in accordance with the provisions of the agreement shall be liable in accordance with the law and the provisions of this agreement.

（2）If Party B fails to pay the share exchange payment on time, it shall pay Party A a penalty of 1/10,000 of the overdue transfer payment for each overdue day. If Party B causes losses to Party A due to the breach of contract by Party B, and the amount of liquidated damages paid by Party B is lower than the actual loss, Party B must make additional compensation.

（3）If due to Party A's reasons, Party B cannot handle the change registration as scheduled, or seriously affects the realization of the purpose of entering into this agreement, Party A shall pay Party B a penalty of 1/10,000 of the transfer payment already paid by Party B. If Party A's breach of contract causes losses to Party B, and the amount of liquidated damages paid by Party A is lower than the actual loss, Party A must make additional compensation.

5. Modification or cancellation of the agreement:

Both parties may change or cancel this agreement by mutual agreement. If the agreement is changed or cancelled after consultation, both parties shall sign a separate agreement for change or cancellation.

6. The burden of related expenses:

Relevant expenses (such as notarization, evaluation or audit expenses) incurred in the process of this share exchange, shall be borne by Party B.

7. Dispute Resolution:

Any disputes arising from or related to this agreement shall be settled through friendly negotiation by both parties. “/” in the box before it): 0 Apply to Shenzhen Arbitration Commission for arbitration; submit to South China International Economic and Trade Arbitration Commission (also known as “Shenzhen Court of International Arbitration”) for arbitration in Shenzhen □ File a lawsuit with the competent people’s court.

8. Effective conditions:

This agreement will become effective after it is signed and sealed by both parties (if it is required to be reported to the relevant government departments for approval, it will become effective after approval). After the agreement takes effect, both parties shall go through the modification registration procedures with the commercial registration office in accordance with the law.

9. This agreement is in quadruplicate, Party A and Party B and Shenzhen Wuxin Technology Holding Group Co., Ltd. each hold one copy, and the rest shall be reported to the relevant departments.

Transferor:

Transferee:

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of March 26, 2022, by and between Wuxin Technology Holdings, Inc., incorporated under the laws of the Cayman Islands (the “Company”), and Lianqi Liu (the “Employee”). Except with respect to the direct employment of the Employee by the Company, the term “Company” as used herein with respect to all obligations of the Employee hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).

RECITALS

A. The Company desires to employ the Employee as its Chief Executive Officer and to assure itself of the services of the Employee during the term of Employment (as defined below).

B. The Employee desires to be employed by the Company as its Chief Executive Officer during the term of Employment and upon the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

1. POSITION

The Employee hereby accepts a position of Chief Executive Officer (the “Employment”) of the Company.

2. TERM

Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be 5 years, commencing on the date hereof (the “Effective Date”), unless terminated earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically for additional one-year terms if neither the Company nor the Employee provides a 1-month prior written notice of termination of the Employment to the other party, or otherwise proposes to renegotiate the terms of the Employment with the other party within three (3) months prior to the expiration of the applicable term, or unless the Employment is terminated earlier pursuant to the terms of this Agreement.

3. DUTIES AND RESPONSIBILITIES

(a) The Employee’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors (the “Board”).

(b) The Employee shall devote all of his working time, attention and skills to the performance of his duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company, as amended and restated from time to time (the “Charter Documents”), and the guidelines, policies and procedures of the Company approved from time to time by the Board.

(c) The Employee shall use his best efforts to perform his duties hereunder. The Employee shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Employee from holding any shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere if such shares or securities represent less than 5% of the competitors outstanding shares and securities. The Employee shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

4. NO BREACH OF CONTRACT

The Employee hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Employee and the performance by the Employee of the Employee’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Employee is a party or otherwise bound, except for agreements entered into by and between the Employee and any member of the Group pursuant to applicable law, if any; (ii) that the Employee has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Employee entering into this Agreement or carrying out his duties hereunder; (iii) that the Employee is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.

5. Intentionally Omitted

6. COMPENSATION AND BENEFITS

(a) Base Salary. The Employee shall draw a base salary of U.S. Dollar 9,500 (US$9,500) per month during the Effective Date, and such arrangement is subject to annual review and adjustment by the Board.

(b) Bonus. The Employee shall not draw a bonus prior to and during the Effective Date, and such arrangement is subject to annual review and adjustment by the Board.

(c) Equity Incentives. To the extent the Company adopts and maintains a share incentive plan, the Employee will be eligible to participate in such plan pursuant to the terms thereof as determined by the Board.

(d) Benefits. The Employee is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan.

(e) Expenses. The Employee shall be entitled to reimbursement by the Company for all reasonable ordinary and necessary travel and other expenses incurred by the Employee in the performance of his duties under this Agreement; provided that he properly accounts for such expenses in accordance with the Company’s policies and procedures.

7. TERMINATION OF THE AGREEMENT

(a) By the Company.

(i) For Cause. The Company may terminate the Employment for cause, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with applicable law), if:

(1) the Employee is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement;

(2) the Employee has been grossly negligent or acted dishonestly to the detriment of the Company;

(3) the Employee has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the Employee is afforded a reasonable opportunity to cure such failure; or

(4) the Employee violates Section 8 or 10 of this Agreement.

Upon termination for cause, the Employee shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Employee will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Employee’s right to all other benefits will terminate, except as required by any applicable law.

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(ii) For death and disability. The Company may also terminate the Employment, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with applicable law), if:

(1) the Employee has died, or

(2) the Employee has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Employee unable to perform the essential functions of his employment with the Company, with or without reasonable accommodation, for more than 120 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period would apply.

Upon termination for death or disability, the Employee shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Employee will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Employee’s right to all other benefits will terminate, except as required by any applicable law.

(iii) Without Cause. The Company may terminate the Employment without cause, at any time, upon one-month prior written notice. Upon termination without cause, the Company shall provide the following severance payments and benefits to the Employee: (1) a lump sum cash payment equal to 1 months of the Employee’s base salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding the termination, if any; (3) payment of premiums for continued health benefits under the Company’s health plans for 12 months fo1lowing the termination, if any; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Employee.

Upon termination without cause, the Employee shall be entitled to the amount of base salary earned and not paid prior to termination.

(iv) Change of Control Transaction. If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Employee shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 1  months of the Employee’s base salary at a rate equal to the greater of his/her annual salary in effect immediately prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; (3) payment of premiums for continued health benefits under the Company’s health plans for 12 months fo1lowing the termination; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Employee.

(b) By the Employee. The Employee may terminate the Employment at any time with a one-month prior written notice to the Company, if (1) there is a material reduction in the Employee’s authority, duties and responsibilities, or (2) there is a material reduction in the Employee’s annual salary. Upon the Employee’s termination of the Employment due to either of the above reasons, the Company shall provide compensation to the Employee equivalent to 1 months of the Employee’s base salary that he is entitled to immediately prior to such termination. In addition, the Employee may resign prior to the expiration of the Agreement if such resignation is approved by the Board or an alternative arrangement with respect to the Employment is agreed to by the Board.

(c) Notice of Termination. Any termination of the Employee’s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.

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8. CONFIDENTIALITY AND NON-DISCLOSURE

(a) Confidentiality and Non-disclosure. The Employee hereby agrees at all times during the term of the Employment, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the Company, any Confidential Information. The Employee understands that “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the Employee by or obtained by the Employee from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. The confidentiality obligations under this Clause shall survive notwithstanding the termination of this Employment Agreement for ten (10) years thereafter. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Employee.

(b) Company Property. The Employee understands that all documents (including computer records, facsimile and e-mail) and materials created, received or transmitted in connection with his work or using the facilities of the Company are property of the Company and subject to inspection by the Company at any time. Upon termination of the Employee’s employment with the Company (or at any other time when requested by the Company), the Employee will promptly deliver to the Company all documents and materials of any nature pertaining to his work with the Company and will provide written certification of his compliance with this Agreement. Under no circumstances will the Employee have, following his termination, in his possession any property of the Company, or any documents or materials or copies thereof containing any Confidential Information.

(c) Former Employer Information. The Employee agrees that he has not and will not, during the term of his employment, (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Employee has an agreement or duty to keep in confidence information acquired by Employee, if any, or (ii) bring into the premises of the Company any document or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing by such former employer, person or entity. The Employee will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing.

(d) Third Party Information. The Employee recognizes that the Company may have received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Employee agrees that the Employee owes the Company and such third parties, during the Employee’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes permitted by, the Company’s agreement with such third party.

This Section 8 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 8, the Company shall have right to seek remedies permissible under applicable law.

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9. CONFLICTING EMPLOYMENT

The Employee hereby agrees that, during the term of his employment with the Company, he will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Company is now involved or becomes involved during the term of the Employee’s employment, nor will the Employee engage in any other activities that conflict with his obligations to the Company without the prior written consent of the Company.

10. NON-COMPETITION AND NON-SOLICITATION

In consideration of the compensation and benefits paid to the Employee by the Company and subject to applicable law, the Employee agrees that during the term of the Employment and for a period of two (2) years following the termination of the Employment for whatever reason:

(a) The Employee will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Employee in the Employee’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities;

(b) The Employee will not assume employment with or provide services as a director or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and

(c) The Employee will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination.

The provisions contained in Section 10 are considered reasonable by the Employee and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective.

This Section 10 shall survive two (2) years after the termination of this Agreement for any reason. In the event the Employee breaches this Section 10, the Employee acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek all remedies permissible under applicable law.

11. WITHHOLDING TAXES

Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

12. ASSIGNMENT

This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a Change of Control Transaction, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.

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13. SEVERABILITY

If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Employee and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, including any prior agreements between the Employee and a member of the Group. The Employee acknowledges that he has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the Employee and the Company.

15. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of New York and each of the parties irrevocably consents to the jurisdiction and venue of the courts located in New York.

16.  AMENDMENT

This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

17. WAIVER

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

18. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.

19. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

20. NO INTERPRETATION AGAINST DRAFTER

Each party recognizes that this Agreement is a legally binding contract and acknowledges that he has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms.

[Remainder of this page has been intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

Wuxin Technology Holdings, Inc.
By:	/s/ Lianqi Liu
Name:	Lianqi Liu
Title:	Chairman of the Board

Employee
Signature:	/s/ Lianqi Liu
Name:	Lianqi Liu

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EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of March 26, 2022, by and between Wuxin Technology Holdings, Inc., incorporated under the laws of the Cayman Islands (the “Company”), and Yang Guo (the “Employee”). Except with respect to the direct employment of the Employee by the Company, the term “Company” as used herein with respect to all obligations of the Employee hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).

RECITALS

A. The Company desires to employ the Employee as its Chief Financial Officer and to assure itself of the services of the Employee during the term of Employment (as defined below).

B. The Employee desires to be employed by the Company as its Chief Financial Officer during the term of Employment and upon the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

1. POSITION

The Employee hereby accepts a position of Chief Financial Officer (the “Employment”) of the Company.

2. TERM

Subject to the terms and conditions of this Agreement, the initial term of the Employment shall be 3 years, commencing on the date hereof (the “Effective Date”), unless terminated earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically for additional one-year terms if neither the Company nor the Employee provides a 1-month prior written notice of termination of the Employment to the other party, or otherwise proposes to renegotiate the terms of the Employment with the other party within three (3) months prior to the expiration of the applicable term, or unless the Employment is terminated earlier pursuant to the terms of this Agreement.

3. DUTIES AND RESPONSIBILITIES

(a) The Employee’s duties at the Company will include all jobs assigned by the Company’s Board of the Directors (the “Board”).

(b) The Employee shall devote all of his working time, attention and skills to the performance of his duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company, as amended and restated from time to time (the “Charter Documents”), and the guidelines, policies and procedures of the Company approved from time to time by the Board.

(c) The Employee shall use his best efforts to perform his duties hereunder. The Employee shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Employee from holding any shares or other securities of any Competitor that is listed on any securities exchange or recognized securities market anywhere if such shares or securities represent less than 5% of the competitors outstanding shares and securities. The Employee shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

4. NO BREACH OF CONTRACT

The Employee hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Employee and the performance by the Employee of the Employee’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Employee is a party or otherwise bound, except for agreements entered into by and between the Employee and any member of the Group pursuant to applicable law, if any; (ii) that the Employee has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Employee entering into this Agreement or carrying out his duties hereunder; (iii) that the Employee is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.

5.  Intentionally Omitted

6. COMPENSATION AND BENEFITS

(a) Base Salary. The Employee shall draw a base salary of U.S. Dollar 7,800 (US$[7,800]) per month during the Effective Date, and such arrangement is subject to annual review and adjustment by the Board.

(b) Bonus. The Employee shall not draw a bonus prior to and during the Effective Date, and such arrangement is subject to annual review and adjustment by the Board.

(c) Equity Incentives. To the extent the Company adopts and maintains a share incentive plan, the Employee will be eligible to participate in such plan pursuant to the terms thereof as determined by the Board.

(d) Benefits. The Employee is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan.

(e) Expenses. The Employee shall be entitled to reimbursement by the Company for all reasonable ordinary and necessary travel and other expenses incurred by the Employee in the performance of his duties under this Agreement; provided that he properly accounts for such expenses in accordance with the Company’s policies and procedures.

7. TERMINATION OF THE AGREEMENT

(a) By the Company.

(i) For Cause. The Company may terminate the Employment for cause, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with applicable law), if:

(1) the Employee is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement;

(2) the Employee has been grossly negligent or acted dishonestly to the detriment of the Company;

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(3) the Employee has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the Employee is afforded a reasonable opportunity to cure such failure; or

(4) the Employee violates Section 8 or 10 of this Agreement.

Upon termination for cause, the Employee shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Employee will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Employee’s right to all other benefits will terminate, except as required by any applicable law.

(ii) For death and disability. The Company may also terminate the Employment, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with applicable law), if:

(1) the Employee has died, or

(2) the Employee has a disability which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Employee unable to perform the essential functions of his employment with the Company, with or without reasonable accommodation, for more than 120 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period would apply.

Upon termination for death or disability, the Employee shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Employee will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Employee’s right to all other benefits will terminate, except as required by any applicable law.

(iii) Without Cause. The Company may terminate the Employment without cause, at any time, upon one-month prior written notice. Upon termination without cause, the Company shall provide the following severance payments and benefits to the Employee: (1) a lump sum cash payment equal to 1 months of the Employee’s base salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his target annual bonus for the year immediately preceding the termination, if any; (3) payment of premiums for continued health benefits under the Company’s health plans for 12 months fo1lowing the termination, if any; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Employee.

Upon termination without cause, the Employee shall be entitled to the amount of base salary earned and not paid prior to termination.

(iv) Change of Control Transaction. If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Employee shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 1  months of the Employee’s base salary at a rate equal to the greater of his/her annual salary in effect immediately prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; (3) payment of premiums for continued health benefits under the Company’s health plans for 12 months fo1lowing the termination; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Employee.

(b) By the Employee. The Employee may terminate the Employment at any time with a one-month prior written notice to the Company, if (1) there is a material reduction in the Employee’s authority, duties and responsibilities, or (2) there is a material reduction in the Employee’s annual salary. Upon the Employee’s termination of the Employment due to either of the above reasons, the Company shall provide compensation to the Employee equivalent to 1 months of the Employee’s base salary that he is entitled to immediately prior to such termination. In addition, the Employee may resign prior to the expiration of the Agreement if such resignation is approved by the Board or an alternative arrangement with respect to the Employment is agreed to by the Board.

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(c) Notice of Termination. Any termination of the Employee’s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.

8. CONFIDENTIALITY AND NON-DISCLOSURE

(a) Confidentiality and Non-disclosure. The Employee hereby agrees at all times during the term of the Employment, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the Company, any Confidential Information. The Employee understands that “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the Employee by or obtained by the Employee from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. The confidentiality obligations under this Clause shall survive notwithstanding the termination of this Employment Agreement for ten (10) years thereafter. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Employee.

(b) Company Property. The Employee understands that all documents (including computer records, facsimile and e-mail) and materials created, received or transmitted in connection with his work or using the facilities of the Company are property of the Company and subject to inspection by the Company at any time. Upon termination of the Employee’s employment with the Company (or at any other time when requested by the Company), the Employee will promptly deliver to the Company all documents and materials of any nature pertaining to his work with the Company and will provide written certification of his compliance with this Agreement. Under no circumstances will the Employee have, following his termination, in his possession any property of the Company, or any documents or materials or copies thereof containing any Confidential Information.

(c) Former Employer Information. The Employee agrees that he has not and will not, during the term of his employment, (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Employee has an agreement or duty to keep in confidence information acquired by Employee, if any, or (ii) bring into the premises of the Company any document or confidential or proprietary information belonging to such former employer, person or entity unless consented to in writing by such former employer, person or entity. The Employee will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing.

(d) Third Party Information. The Employee recognizes that the Company may have received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Employee agrees that the Employee owes the Company and such third parties, during the Employee’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes permitted by, the Company’s agreement with such third party.

This Section 8 shall survive the termination of this Agreement for any reason. In the event the Employee breaches this Section 8, the Company shall have right to seek remedies permissible under applicable law.

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9. CONFLICTING EMPLOYMENT

The Employee hereby agrees that, during the term of his employment with the Company, he will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Company is now involved or becomes involved during the term of the Employee’s employment, nor will the Employee engage in any other activities that conflict with his obligations to the Company without the prior written consent of the Company.

10.  NON-COMPETITION AND NON-SOLICITATION

In consideration of the compensation and benefits paid to the Employee by the Company and subject to applicable law, the Employee agrees that during the term of the Employment and for a period of two (2) years following the termination of the Employment for whatever reason:

(a) The Employee will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Employee in the Employee’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities;

(b) The Employee will not assume employment with or provide services as a director or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and

(c) The Employee will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination.

The provisions contained in Section 10 are considered reasonable by the Employee and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective.

This Section 10 shall survive two (2) years after the termination of this Agreement for any reason. In the event the Employee breaches this Section 10, the Employee acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek all remedies permissible under applicable law.

11.  WITHHOLDING TAXES

Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

12.  ASSIGNMENT

This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a Change of Control Transaction, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.

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13.  SEVERABILITY

If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

14.  ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Employee and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, including any prior agreements between the Employee and a member of the Group. The Employee acknowledges that he has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any amendment to this Agreement must be in writing and signed by the Employee and the Company.

15.  GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of New York and each of the parties irrevocably consents to the jurisdiction and venue of the courts located in New York.

16.  AMENDMENT

This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

17.  WAIVER

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

18.  NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.

19.  COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

20.  NO INTERPRETATION AGAINST DRAFTER

Each party recognizes that this Agreement is a legally binding contract and acknowledges that he has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms.

[Remainder of this page has been intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

Wuxin Technology Holdings, Inc.
By:	/s/ Lianqi Liu
Name:	Lianqi Liu
Title:	Chairman of the Board

Employee
Signature:	/s/ Yang Guo
Name:	Yang Guo

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EX-10.4

Exhibit 10.4

Lease Contract

Lessor (Hereinafter referred to as “Party A”): Huizhou Mingshang Hi-Tech Industrial Co., Ltd.

Uniform social credit code: 91441303077852295X

Address: Yangwu Section, East Side of Huinan Avenue, Huiyang Economic Development Zone, Huiyang District, Huizhou City

Tel.: 15989372798

Lessee (Hereinafter referred to as “Party B”): Shenzhen VLG Wireless Technology Co., Ltd, Huizhou Branch

Uniform social credit code: 91441303MA51UD1H14

Address: 5/F, Plant of Mingshang Industrial Park, Yangwu 3rd Road, Huinan Avenue, Huiyang Economic Development Zone, Huiyang District, Huizhou City, Tel.: 13729838883

In accordance with the provisions of the Contract Law of the People’s Republic of China and the Law of the People’s Republic of China on the Administration of Urban Real Estate and other relevant laws and regulations, on the basis of equality and voluntariness, both parties hereby reach the following agreement related to the lease of the plant:

Article 1

1. The factory is located on the fifth floor of the plant of Mingshang Industrial Park, Yangwu 3rd Road, Huinan Avenue, Huiyang Economic Development Zone, Huiyang District, Huizhou City, with a building area of 1,630 square meters.

2. Plant ownership status: name and number of Party A’s real estate ownership certificate or other certificates proving its property rights (right to use) : certificate of business premises.

3. Details of the existing renovation, facilities and equipment of the plant are shown in the annex to this contract (List of Facilities and Equipment). This annex shall serve as the basis for Party A to hand over the plant to Party B for use in accordance with this contract and the basis for inspection upon Party B’s return at the end of the lease term.

Article 2

Party B leased the plant business scope for office, research and development production and processing. Without Party A’s consent, Party B shall not change the business items without permission.

Article 3

1. The lease period of the plant is from June 1, 2018 to June 1, 2023 for a total of 5 years. The reassessment adjustment will be made after two years of the lease term (May 31, 2020). (Actual market price and mutual agreement)

2. Upon the expiration of lease term, if Party B renews the contract, it shall propose to Party A 30 days in advance, and the two parties shall sign a new plant lease contract after consensus.

3. Upon the expiration of lease term, if Party B renews the contract, it shall have the right of first refusal under the same conditions.

Article 4

1. Standard of the rent: RMB12/square meter per month, management fee: RMB 2.8/square meter per month, utility fee: RMB 0. The total monthly rent is RMB 24,124 (In words: Twenty-Four Thousand One Hundred and Twenty-Four Yuan Only).

2. From June 1, 2018 to May 31, 2020, the monthly rent shall be RMB 24,124 (In words: Twenty-Four Thousand One Hundred and Twenty-Four Yuan Only).

3. Payment method: Party B shall pay the rent to Party A’s bank account as follows in accordance with this contract.

Account No.: 673061458259

Account name: Huizhou Mingshang Hi-Tech Industrial Co., Ltd.

Opening bank: Bank of China Co., Ltd. Huizhou Huiyang Sub-branch

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4. Rent payment date:

Party B shall deliver the initial rent in the amount of RMB 24,124 (In words: Twenty-Four Thousand One Hundred and Twenty-Four Yuan Only) by August 31, 2018 after the contract becomes effective, and Party B shall deliver the rent to Party A before the 10th day of each month; when Party A collects the rent, it shall issue a receipt to Party B.

5. Party A agrees to grant Party B rent-free period of 3 months (from June 1, 2018 to August 31, 2018) starting from signature of this contract, meaning the rent will be waived during this period. Water, electricity, telephone and other expenses incurred during the rent-free period shall be borne by Party B.

6. Upon delivery of the leased premises, Party A shall collect from Party B a lease deposit of two months’ rent (not exceeding three months), that is RMB 48,248 (In words: Forty-Eight Thousand Two Hundred and Forty-Eight Yuan Only).

7. Conditions for the return of lease deposit from Party A to Party B

7.1. Expiration of contract

7.2. Party B pays all costs incurred in connection with the leased property

7.3. __________________________

☐ One of the prerequisites shall be met.

þ All the prerequisites shall be met.

( Both parties shall agree to make one choice mentioned in the above two articles, and tick “√“in ☐)

8. Ways and time of returning the rental deposit: cash, transfer or check: within two months of the expiration of the contract period. If any one of the following circumstances occurs, Party A shall not return the deposit:

8.1. Without Party A’s consent, Party B unilaterally terminates the contract early

8.2. Party B defaults on rent and other charges for up to 30 days

8.3.              /             

9. The contract rent is non-tax inclusive.

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Article 5

1. During the lease period, Party B is responsible for paying the taxes arising from the lease of the premise, the water charge of the leased premise is RMB 4/ton (if there is any adjustment of the water charge subsequently, the latest notice of the management office shall prevail), and the electricity charge is RMB 1/kWh (if there is any adjustment of the electricity charge subsequently, the latest notice of the management office of Mingshang management office shall prevail).

2. The property management fee and sanitation fee (public area) during the lease period shall be borne by Party A (excluding the construction waste generated by Party B’s renovation). Water, electricity, telephone network and interior decoration costs are borne by Party B:

3. During the lease period, Party A will offer two parking spaces for free, and monthly cards can be applied for more parking spaces (temporary parking shall be based on time management charges).

4. In the early period, Party B is provided with 2 paid dormitory rooms, in single rooms with a rent of 400 yuan per room.

Article 6

1. Plant delivery: Party A shall deliver the leased property to Party B in the agreed conditions by June 1, 2018. The “List of Facilities and Equipment” is considered to be delivered after both parties have handed over their signatures and the room keys and _______.

2. Plant return

If Party B decorates the plant with Party A’s consent, Party A has the right to take back the plant and its supporting facilities and equipment after the lease period expires or the contract is terminated. Both Party A and Party B shall inspect and accept the plant and auxiliary items, equipment and facilities and the use of water and electricity, and settle the costs that each shall bear. The treatment of the decorative part of the plant is as follows:

(1) Party B can recover the decorations that are not attached to the plant.

Article 7

1. During the lease period, both parties shall work together to ensure that the plant and its attached items, equipment and facilities are in a suitable and safe condition.

2. Party B shall be responsible for repairing or compensating for any damage or malfunction of the plant and its ancillary items, equipment and facilities due to improper storage or unreasonable use by Party B.

3. Party B shall be responsible for repairing any damage to the additional facilities and equipment installed during the renovation of the plant.

4. Party A agrees with Party B’s renovation plan for the leased plant, but it shall not damage the main structure of the plant.

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Article 8

1. Party A’s commitment and guarantee

(1) Party A guarantees that the leased plant has normal water and electricity supply.

(2) Party A guarantees that Party B can use the plant address as the registered address to apply for industrial and commercial business license, and shall provide Party B with the premise information and documents required for the relevant administrative procedures.

2. Party B’s commitment and guarantee

(1) Party B shall ensure that it obtains the legal qualification to operate in the leased premises as agreed herein, and handle all kinds of licensing and approval procedures such as industrial and commercial business license, tax registration, health permit, fire fighting approval, etc. required for operating in the leased premises by itself, and handle the relevant documents required by relevant government departments. Party B shall be responsible for compensating claim against Party A or fine caused to Party A due to Party B’s failure to apply for the legal procedures and licenses required to use the leased premises for business.

(2) Party B shall ensure compliance with the property management rules of the area where the plant is located.

Article 9

1. During the lease term, Party B cannot sublease part of or the rental premise to other people.

Article 10

The cancellation or modification of this contract is permitted if one of the following occurs during the contract term:

(I) The contract cannot be implemented in the case of force majeure;

(II) Government expropriation, repossession or demolition of leased premises;

(III) Both parties reach a consensus through consultation.

Article 11

If the following situations occur, for the resulting loss, Party A can

þ1. Require Party B to restore the premise to its original condition;

☐2. Request Party B for damage compensation;

þ3. Not return rental deposit;

☐4. Party B is required to pay liquidated damages of RMB ____/___ (In words: RMB ____/___).

(I) Party B delays the rent for more than 30 days (one month);

(II) Losses caused to Party A due to the overdue rent of Party B amounting to more than ___/___yuan;

(III) Party B uses the leased premise to engage in illegal activities which damages the public or others’ interests;

(IV) Party B changes the structure or use of the leased premise at it own will.

(V) Party B does not assume responsibility or pay for repairs due to his own fault, resulting in serious damage to the premise or equipment;

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(VI) Without the written consent of Party A and the approval of relevant departments, Party B renovates the leased premises without permission;

(VII) Party B subleases the leased premises to a third party without permission.

In addition to tracing Party B’s liability for damages or for breach of contract, Party A is entitled to require change of contract terms or dissolve the contract in accordance with the above circumstances; once the Contract termination notice is delivered, Party A is entitled to apply for contract termination registration (filing) unilaterally.

If one of the following situations occurs, for the resulting loss, Party B can

☐1. Request Party A for damage compensation;

☐2. Request Party A to double refund the lease deposit;

☐3. Party A shall pay liquidated damages of RMB ____/___ (In words: RMB ____/___).

(The above-mentioned three ways can be selected by mutual agreement, but the second and the third items cannot be selected in the mean time; you may mark”√” in the corresponding☐):

(I) Party A is late in delivering the leased premises for more than ____/___ days (____/___ months).

(II) Party A does not assume responsibility for maintenance or pay the cost of maintenance caused by itself.

(III) Party A requires unilaterally canceling (termination) of the contract without justified reasons.

In addition to tracing Party A’s liability for damages or for breach of contract, Party B is entitled to require change of contract terms or dissolve the contract in accordance with the above circumstances; once the contract termination notice is delivered, Party B is entitled to apply for contract termination registration (filing) unilaterally.

Article 12

1. During the performance of this contract, if force majeure causes one party to be unable to perform the contract, the party experiencing force majeure shall immediately notify the other party and shall, within 60 days from the date of occurrence of force majeure, provide documents proving that the contract cannot be performed or cannot be fully performed due to force majeure, thus exempting the affected party from liability for breach of contract.

2. If the premises agreed in Article 1 herein are not suitable for renting due to force majeure or other reasons not attributable to the parties, Party A shall reduce the rent for the period affected by the force majeure. If the leased premises cannot be restored, this contract is automatically terminated.

Article 13

Any dispute arising from the contract shall be settled by the parties through negotiation. If negotiation fails, a lawsuit may be brought to the local people’s court of Party B’s residence.

Article 14

1. Party A and B may otherwise agree on matters not covered by this contract in the attached pages. As an integral part of the contract, the attached page contents have the same legal force with the contract once it is signed and sealed.

2. The contract shall come into force upon being signed and sealed by both parties. The Contract (and its annexes) is made in duplicate, one copy for each party.

(No text below)

Party A (Seal): Huizhou Mingshang Hi-Tech Industrial Co., Ltd. (sealed)	Party B (Seal): Shenzhen VLG Wireless Technology Co., Ltd., Huizhou Branch (sealed)
Legal representative (Consignor) (signature):	Legal representative (Consignor) (signature):
Date: June 1, 2018	Date: June 1, 2018

6

EX-10.5

Exhibit 10.5

Supplementary Agreement

Agreement No.: _________

Signed in: Huiyang District, Huizhou City

Party A: Huizhou Mingshang Hi-Tech Industrial Co., Ltd.

Legal representative: Jiang Zhizhou

Contact number: 0752-3500936

Address: Yangwu Section, East Side of Yeting Avenue, Huiyang District, Huizhou City

Party B: VLG Wireless Technology Co., Ltd Huizhou Branch

Legal representative: Guo Yiting

Contact number: 13729838883

Address: Fifth Floor, Ming Shang Technology Park, Yangwu Sectio, East Side of Yeting Avenue, Huiyang District, Huizhou City

Whereas:

On May 31, 2018, both parties entered into the Plant Lease Contract (hereinafter referred to as the “Original Contract”), in which it was agreed that: Party B leased the fifth floor of the Plant of the Mingshang industrial park located in Yangwu 3rd Road, Huinan Avenue, Huiyang Economic Development Zone, Huiyang District, Huizhou City (hereinafter referred to as “the Premise”); Lease period starting from June 1, 2018 to June 1, 2023; Reassessment adjustment (based on actual market price, by mutual agreement) after two years of the lease term (May 31, 2020). Now Party A and Party B, on the basis of the principle of voluntariness, equality and mutual benefit, and through friendly negotiation, hereby enter into the following supplementary agreements on the matters not covered in the original agreement, the details of which are as follows:

I. Revise the rental rate in Article 4 of the original contract to:

1. RMB 18/m2 per month per square meter and RMB 2.8/m2 per month per square meter for management fees, all of which are exclusive of tax; Utility fee of RMB 0. The total monthly rent is RMB 33,904 (In words RMB thirty-three thousand nine hundred and four).

2. Starting from March 1, 2021 to June 1, 2023, the monthly rental rate will be RMB 33,904 /month.

II. All terms used in the Agreement shall have the meanings defined in the Original Contract, unless otherwise stated.

III. Any dispute arising out of or in connection with this agreement shall be settled by both parties through friendly negotiation. If the negotiation fails, either party shall have the right to file a lawsuit with the people’s court in the place where Party B is located.

IV. This agreement shall be made in duplicate and shall come into force upon being signed and sealed by both parties, one copy for each party, with the same legal effect.

(No text below)
Party A (Seal): Representative (signature): Signing date: March 1, 2021 Huizhou Mingshang Hi-Tech Industrial Co., Ltd. (sealed)	Party B (Seal): Representative (signature): Signing date: March 1, 2021 VLG Wireless Technology Co., Ltd Huizhou Branch (sealed)

Plant Lease Contract

Lessor (Hereinafter referred to as “Party A”): Huizhou Mingshang Hi-Tech Industrial Co., Ltd.

Uniform social credit code: 91441303077852295X

Address: Yangwu Section, East Side of Huinan Avenue, Huiyang Economic Development Zone, Huiyang District, Huizhou City

Tel.: 15989372798

Lessee (Hereinafter referred to as “Party B”) VLG Wireless Technology Co., Ltd Huizhou Branch

Uniform social credit code: 91441303MA51UD1H14

Address: The fifth floor of the Plant of the Mingshang industrial park located in Yangwu 3rd Road, Huinan Avenue, Huiyang Economic Development Zone, Huiyang District, Huizhou City Tel.: 13729838883

In accordance with the provisions of the Law of the People’s Republic of China on Contracts and the Law of the People’s Republic of China on the Management of Urban Hipped Properties and other relevant laws and regulations, on the basis of equality and voluntariness, both parties reach the following agreement related to the lease of the plant:

Article 1

1. The factory is located on the fifth floor of the Plant of the Mingshang industrial park located in Yangwu 3rd Road, Huinan Avenue, Huiyang Economic Development Zone, Huiyang District, Huizhou City, with a building area of 1,630 square meters.

2. Plant ownership status: Party A real estate rights certificate or proof of its property rights (right to use) the name and number of other limited documents business premises proof.

3. Details of the existing renovation and facilities and equipment of the plant are shown in the annex to this contract (List of Facilities and Equipment). This annex shall serve as the basis for Party A to hand over the plant to Party B for use in accordance with this contract and for Party B to accept the plant when it is returned at the end of the lease term.

Article 2

Party B leased the plant business scope for office, research and development production and processing. Without Party A’s consent, Party B shall not change the business project without permission.

Article 3

1. The lease period of the plant is from June 1, 2018 to June 1, 2023 for a total of 5 years. The reassessment adjustment will be made after two years of the lease term (May 31, 2020). (Actual market price and mutual agreement)

2. If Party B continues to lease, it shall request Party A to renew the lease 30 days in advance, and the two parties shall sign a new plant lease contract after consensus.

3. If Party A continues to lease the plant at the end of the lease period, Party B shall have the right of first refusal under the same conditions.

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Article 4

1. Standard of the rent: RMB12/square meter per month, management fee is RMB2.8/square meter per month, and utility fee is RMB0. The total monthly rent is RMB 24,124 (In words: twenty-four thousand one hundred and twenty-four yuan).

2. From June 1, 2018 to May 31, 2020, the monthly rent is RMB 24,124 (In words: twenty-four thousand one hundred and twenty-four yuan).

3. Payment method: Party B shall pay the rent to Party A’s bank account as follows in accordance with this contract.

Account No.: 673061458259

Account name: Huizhou Mingshang Hi-Tech Industrial Co., Ltd.

Opening bank: Bank of China Co., Ltd. Huizhou Huiyang Sub-branch

4. Rent payment date:

Party B shall deliver the first installment of rent in the amount of RMB 24,124 (In words: twenty-four thousand one hundred and twenty-four yuan) by August 31, 2018 after this Agreement becomes effective, and Party B shall deliver the rent to Party A before the 10th day of each month; When Party A collects the rent, it shall issue a receipt to Party B for the receipt.

5. Party A agrees to grant Party B a certain period of rent-free period of 3 months (from June 1, 2018 to August 31, 2018) from the date of signing of this Lease Agreement between Party A and Party B, and the rent will be waived during this period. Water, electricity, telephone and other expenses incurred during the rent-free period shall be borne by Party B.

6. Upon delivery of the leased premises, Party A shall collect from Party B a lease deposit of two months’ rent (not exceeding three months), i.e. RMB 48,248 (In words: RMB forty-eight thousand two hundred and forty-eight).

7. Conditions for the return of lease deposit from Party A to Party B

7.1. Expiration of Contract

7.2. Party B pays all costs incurred in connection with the leased property

7.3. __________________________

☐     Meet one of the prerequisites.

þ Meet all the prerequisites

(Both parties shall agree to make one choice mentioned in the above two articles, and tick “√” in ☐)

8. Ways and time of returning the rental deposit: Cash, transfer or check: Within two months of the expiration of the contract period. If any one of the following circumstances occurs, Party A shall not return the deposit:

8.1. Without Party A’s consent Party B unilaterally terminates the contract early

8.2. Party B defaults on rent and other charges for up to 30 days

8.3.         /       

9. The contract rent is non-tax inclusive.

3

Article 5

1. During the lease period, Party B is responsible for paying the taxes arising from the lease of the premise, the water charge of the leased premise is RMB 4 /ton (if there is any adjustment of the water charge at a later stage, the latest notice of the management office shall prevail), and the electricity charge is RMB 1/degree (if there is any adjustment of the electricity charge at a later stage, the latest notice of the management office of the famous business shall prevail).

2. The property management fee and sanitation fee (common area) during the lease period shall be borne by Party A (excluding the construction waste generated by Party B’s renovation). Water, electricity, telephone network and interior decoration costs are borne by Party B:

3. During the lease period, Party A will give two parking spaces for free, and the rest of the vehicles can apply for monthly card parking (temporary vehicles to implement time management charges).

4. In the first period, Party B is provided with 2 dormitories for a fee, and the dormitories are single rooms with a rent of 400 RMB per room.

Article 6

1. Plant delivery: Party A shall deliver the leased property to Party B in the agreed conditions by June 1, 2018. The “List of Facilities and Equipment” is considered to be delivered after both parties have handed over their signatures and handed over the room keys and _______.

2. Plant return

If Party B decorates the plant with Party A’s consent, Party A has the right to take back the plant and its attached facilities and equipment after the lease period expires or the contract is terminated. Both Party A and Party B shall inspect and accept the plant and ancillary items, equipment and facilities and the use of water and electricity, and settle the costs that each shall bear. The treatment of the decorative part of the plant is as follows:

(1) Party B can take back the decorations that are not attached to the plant.

Article 7

1. During the lease period, both parties shall work together to ensure that the plant and its attached articles, equipment and facilities are in a suitable and safe condition.

2. Party B shall be responsible for repairing or compensating for any damage or malfunction of the plant and its ancillary items, equipment and facilities due to improper storage or unreasonable use by Party B.

3. Party B shall be responsible for repairing any damage to the additional facilities and equipment installed during the renovation of the plant.

4. Party A agrees with Party B to renovate the leased plant, but shall not damage the main structure of the plant.

Article 8

1. Party A’s commitment and guarantee

(1) Party A guarantees that the leased plant has normal water and electricity.

(2) Party A guarantees that Party B can use the plant address as the registered address to apply for industrial and commercial business license, and shall provide Party B with the premise information and documents required for the relevant administrative procedures.

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2. Party B’s commitment and guarantee

(1) Party B shall ensure that it obtains the legal qualification to operate in the leased premises as agreed in this contract, and handle all kinds of licensing and approval procedures such as industrial and commercial business license, tax registration, health permit, fire fighting approval, etc. required for operating in the leased premises by itself, and handle the relevant documents according to the requirements of relevant government departments. Party B shall be responsible for compensation if Party A is claimed or fined due to Party B’s failure to apply for the legal procedures and licenses required to use the leased premises for business.

(2) Party B shall ensure compliance with the property management statute of the area where the plant is located.

Article 9

1. During the lease term, Party B cannot sublease part of or the rental premise to other people.

Article 10

The cancellation or modification of this contract is permitted if one of the following occurs during the term of this contract:

(I) The Contract cannot be implemented in case of force majeure;

(II) Government expropriation, repossession or demolition of leased premises;

(III) Both parties reach a consensus through consultation.

Article 11

If the following situations occur, for the resulting loss, Party A can

þ 1. Require Party B to restore the premise to its original condition;

☐ 2. Request Party B for damage compensation;

þ 3. Not return rental deposit;

☐   4. Party B is required to pay liquidated damages of RMB ____/___ (In words: RMB ____/___).

(I) Party B delays the rent more than 30 days (one month);

(II) The loss of Party A due to the delayed lease payment of Party B amounts to more than ___/___yuan;

(III) Party B uses the leased premise to engage in illegal activities which damage the public or others’ interests;

(IV) Party B changes structure or use of the leased premise at his own will.

(V) Party B does not assume responsibility for repairs or pay for repairs that are of its own making, resulting in serious damage to the premise or equipment;

(VI) Without the written consent of Party A and the approval of relevant departments, Party B will renovate the leased premises without permission:

(VII) Party B subleases the leased premises to a third party without permission.

In addition to tracing Party B’s liability for damages or for breach of contract, Party A is entitled to require change of contract terms or dissolve the Contract in accordance with above circumstances; once the Contract termination notice is submitted, Party A is entitled to apply for contract termination registration (for record) unilaterally.

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If one of the following situations occurs, for the resulting loss, Party B can

☐ 1. Request Party A for damage compensation:

☐ 2. Request Party A to double refund the lease deposit:

☐   3. Party A shall pay liquidated damages of RMB ____/___ (In words: RMB ____/___).

(The above-mentioned three ways can be selected by mutual agreement, but the second one and the third one cannot be selected in the mean time; you can mark “√ ” in the corresponding ☐):

(I) Party A is late in delivering the leased premises for more than ____/___ days (____/___ months).

(II) Party A does not assume responsibility for maintenance or pay the cost of maintenance caused by its own.

(III) For Party A requires unilaterally canceling (terminating) the Contract without justified reasons.

In addition to tracing Party A’s liability for damages or for breach of contract, Party B is entitled to require change of contract terms or dissolve the Contract in accordance with above circumstances; once the Contract termination notice is submitted, Party B is entitled to apply for contract termination registration (for record) unilaterally.

Article 12

1. During the performance of this contract, if force majeure causes one party to be unable to perform the contract, the party experiencing force majeure shall immediately notify the other party and shall, within 60 days from the date of occurrence of force majeure, provide documents proving that the contract cannot be performed or cannot be fully performed due to force majeure, then the party experiencing force majeure shall be exempted from liability for breach of contract.

2. If the premises agreed in Article 1 of this contract are not suitable for renting due to force majeure or other reasons not attributable to the parties, Party A shall reduce the rent for the period affected by the force majeure. If the leased premises cannot be restored, this contract is automatically terminated.

Article 13

Any dispute arising from the Contract shall be settled by the parties through negotiation; If negotiation fails, a lawsuit may be brought to the people’s court in the place where Party B lives.

Article 14

1. Party A and B may otherwise agree on matters not covered by this contract in the attached pages; As one part of the Contract, the attached page contents have the same legal force with the Contract after it is signed and sealed.

2. The Contract shall come into force upon being signed and sealed by both parties. The Contract (and its annex(es)) is made in 2 originals, one copy for each party.

(No text below)

Party A (Seal):	Party B (Seal):
Legal representative (Consignor) (signature):	Legal representative (Consignor) (signature):
Date: June 1, 2018 Huizhou Mingshang Hi-Tech Industrial Co., Ltd. (sealed)	Date: MM/DD/YY VLG Wireless Technology Co., Ltd. Huizhou Branch (sealed)

6

EX-10.6

Exhibit 10.6

2017 Edition

Premise Lease Contract of Shenzhen SDG Information Co., Ltd.

No.: W-ZL (2021) X79

Party A: Shenzhen SDG Information Co., Ltd.

Address: 18 / F, building B, SDG infoport building, No. 2 Kefeng Road, Central District, high tech Zone, Nanshan District, Shenzhen

Legal representative: Gao Tianliang

Tel.: 0755-26544662

Party B: Shenzhen TBIT Technology Co., Ltd.

Address: Unit 1501-1508, Building B, SDG Information Building, No. 2 Kefeng Road, Science and Technology Park, Yuehai Street, Nanshan District, Shenzhen

Legal representative: Ge Wentao

Tel.:

Now both parties, A and B, on the matter of the lease of Party A’s premises by Party B, by consensus, have reached this contract with the following specific terms for mutual compliance:

1. Premise: Party A agrees to lease the Premise of 780.07 square meters (including apportioned area) at Room 1501-1505, 15th Floor, Building B, SDG Information Building, No.2 Kefeng Road, Nanshan District, Shenzhen to Party B as it is (see the attached drawing for the specific site location).

2. The use of the above premises by Party B is for the following purposes: ☑Scientific research office ☐ Residential ☐ Plant ☐ Warehouse ☐ Others ___, and ensure compliance with relevant national and Shenzhen city, property management units and other regulations on environmental protection, fire and fire prevention, safety, family planning, social general management, labour employment, social insurance and property management, and does not engage in illegal and irregular activities in the above premises. Any breach and consequential loss and liability shall not be the responsibility of Party A.

3. Lease term: From October 1, 2021 to September 30, 2023. Upon the expiration of the term of leasing, under equal conditions, Party B shall have the priority to rent.

4. Comprehensive leasing fees:

(1) From October 1, 2021 to September 30, 2022, the comprehensive rental fee totaled ¥105 /square meter. Month (in words: one hundred and five yuan). including: The rent is ¥98/square meter. Monthly, the property service fee is ¥7 per square meter. month (excluding public energy consumption).

From October 1, 2022 to September 30, 2023, the comprehensive rental fee totaled 106 yuan/square meter. Month (in words: one hundred and six yuan). including: The rent is ¥99 per square meter. Monthly, the property service fee is ¥7 per square meter. Month (excluding public energy consumption).

Page 1 of 8

(2) Payment of rental fee

Party B shall pay the comprehensive rental fee for the month to Party A’s designated account before the 10th day of each month in accordance with the payment cycle of each full calendar month. Party A will invoice Party B for the rent and premise service charges upon receipt of the rent and housing facilities package.

5. Rental deposit and Initial Lease Consolidation Fee

(1) Within five working days from the date of signing this contract, Party B shall pay Party A a comprehensive rental fee equivalent to two months as a rental deposit of ¥163,815 (in words: one hundred and sixty-three thousand eight hundred and fifteen yuan).

(2) If the rental deposit and the one-month comprehensive rental fee are not in Party A’s account after five working days from the date of this contract, this contract shall automatically expire and Party A shall be entitled to use the premises for other purposes and Party B shall not claim any rights against Party A as a result.

(3) Upon receipt of the foregoing, Party A shall issue an invoice or receipt to Party B.

(4) The above rental deposit will be refunded by Party A to Party B upon the expiry of this contract and after Party B has settled all the expenses, the leased premises and its basic items are not damaged and the registration procedures for cancellation of the lease contract have been completed.

6. Utilities and others

(1) Party B is responsible for the cost of utilities and other miscellaneous expenses of the premises during the lease period.

(2) Payment method: Party A collects utilities on a “collect and pay” basis. Party B shall pay the previous month’s utilities to Party A’s designated account by the 25th of each month from the beginning of the lease term.

(3) Electricity charge and capacity increase management:

A. Electricity charge

(A) According to the customer-specific household meter measurement; A unit price of RMB 0.90/kWh (including the public share) and a service charge of RMB 0.35/kWh (including the public share). In the event of major policy and market adjustments, the above unit prices will be adjusted accordingly.

(B) The portion of the line loss is charged at 4% of the customer’s electricity consumption.

(C) There is a shared part: It is apportioned according to the proportion of the leased area to the building area.

B. Capacity increase management

The electricity consumption capacity of the unit leased by Party B is 63KW. If Party B’s actual electricity consumption exceeds that capacity and needs to be increased, a written application must be made to and agreed by Party A before proceeding; The corresponding renovation costs of electrical equipment and facilities shall be borne by Party B. Party A has the right to decide whether to agree to the capacity increase based on the actual conditions of the Property and the overall electricity load.

(4) Water charge

(A) Based on the amount of water read from the meter on the floor rented and measured on an apportioned area basis. A basic combined unit price of RMB 4.68 /m³. In the event of major policy and market adjustments, the above unit prices will be adjusted accordingly;

(B) The public share is to be apportioned in proportion to the rental area to the floor area. According to the proportion of the leased area to the construction area.

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(5) Other expenses: Charge according to the facts.

(6) Regarding the floor load: not exceed 250 KG/m².

7. Arrears Agreement: Party B shall pay the late payment fee at the rate of three per cent of the overdue amount per day to Party A from the date of overdue payment until the date on which the overdue amount is paid in full if Party B fails to pay the full amount of the comprehensive rental fee and utilities in accordance with the agreed time. In the event of late payment arrears, the amount paid by Party B shall be given priority against the late payment arrears. When the total amount of the above-mentioned principal and late fees in arrears exceeds RMB 81,907.35, or the accumulated time of arrears exceeds 15 days, Party A may directly deduct the principal and late fees owed from the rental deposit, take measures including but not limited to stopping the supply of water and electricity until legal channels, and have the right to terminate the contract, and require Party B to unconditionally withdraw from the premises used, not to return the remaining security deposit, and reserve the right to claim compensation from Party B.

8. Premise agreement:

(1) Party A shall not make the premises available for use by a third party from the effective date of this contract, otherwise Party A shall refund in full the rental deposit paid by Party B.

(2) Party B shall not sublet the premises in whole or in part to a third party (if it is an associated enterprise of Party B, written permission from Party A is required), nor shall Party B terminate this contract without permission, otherwise it is Party B’s breach of contract. Party A may take measures against Party B such as stopping water and electricity and prohibiting Party B from entering the premises. Party B shall pay Party A a liquidated damages of RMB 163,815 and Party B shall not be refunded the rental deposit paid by Party A. Party A shall be entitled to demand Party B to compensate for all losses and unilaterally terminate this contract immediately and take back the relevant premises. Party B shall not be compensated for the renovation costs invested by Party B. At the same time, Party A may sign a lease contract directly with the actual user.

(3) Upon expiry of the lease contract or with Party A’s consent, Party B may surrender the lease in advance. Party B shall, at Party A’s request, either restore the original condition or keep the basic layout and the status quo of the existing decoration unchanged (retaining the decoration of the floor, ceiling, partition walls, doors, fixed furniture, strong and weak electricity lines, electricity meters, sockets, switches and lamps). Party B shall not claim any compensation from Party A for all the above-mentioned renovations. Party B must clean up the site at the time of surrender as required by Party A, otherwise Party A may deduct the site cleaning fee directly from Party B’s rental deposit.

(4) Without Party A’s written permission, Party B shall not hang or post signs such as Party B’s company LOGO, company name, house number, etc. in public places, and shall not hang signs inconsistent with Party B’s name in the leased area.

9. Force majeure: Any party who is unable to perform or partially unable to perform its contractual obligations due to force majeure shall not be deemed to be in breach of contract. All necessary remedies shall be taken as conditions permit to reduce the damage caused by force majeure. Force Majeureshall mean all events which are beyond the control of the Parties to this Contract, and which are unforeseen, unavoidable or insurmountable, and which prevent total or partial performance by either of the Parties. Such events shall include earthquakes, typhoons, flood, fire, war, strikes, riots, acts of governments, changes in law or the application thereof or any other instances which cannot be foreseen, prevented or controlled, including instances which are accepted as Force Majeure in general business practice. If the premise is seriously damaged by force majeure and cannot be repaired within six months of the incident, this contract will naturally end. The parties shall not be liable to each other unless otherwise contracted.

10. Others

(1) During the lease period, Party B is responsible for the normal maintenance of the non-intrinsic structure and ancillary equipment of the premises and bears the corresponding costs.

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(2) Either party shall give two months’ notice in writing to the other party of its intention to terminate the cooperation during the term of the lease. No breach of contract shall be committed by mutual agreement of the parties. In the event of failure to negotiate, the unsolicited party shall constitute a breach of contract and shall pay to the passive party liquidated damages in the amount of the rental deposit.

(3) Upon expiry of the lease or termination of the contract, Party B shall vacate the leased premises within three days and shall not damage the original facilities and equipment of the property. Party B shall be deemed to have cleared the site upon expiry of the relocation period, and Party A shall take possession of the property. If there are any remaining items in the property, Party B agrees that Party A may dispose of all items in the premise in the presence of a disinterested third party and without infringement. Meanwhile, Party A may rent out the property to a third party without Party B having the right to interfere or claim any compensation. At the same time, Party A reserves all rights to pursue Party B for any damages caused as a result. If Party A or the property management company entrusted by Party A finds that Party B has damaged the main structure of the Premise, fire control and other basic facilities, and there may be other conditions that hinder the normal lease in the future, Party B shall immediately restore the Premise to its functional state before lease. Otherwise, Party A has the right to deduct the corresponding amount of loss directly from the rental deposit or other special deposit until Party B is required to make up for it.

(4) When the lease term agreed in this contract expires, if Party B needs to continue to rent the leased Premise, it shall request Party A to renew the lease two months before the expiration of the lease term. If both parties make and reach an agreement on the renewal of the lease, the contract shall be re-concluded.

(5) After signing the contract, Party B must sign the relevant property management service series documents with Party A or the professional property management company hired by Party A, and then go through the formalities of entrance decoration or residence.

11. Party A evaluates Party B’s contract performance annually and takes the following measures based on Party B’s performance:

Customer classification	Classification conditions	Evaluation applications
A	Normal contract performance	Priority in lease renewals under the same conditions
B	There is a potential safety hazard in the phenomenon of arrears of rental fees (including rent, property management fees, late fees, etc.), which refuses to be rectified.	No priority in lease renewal under the same conditions
C	The rent arrears (including rent, property management fees, late fees, etc.) exceed one month. The actual rent paid in the whole year is lower than the contract amount of the year, there are many hidden dangers in safety, and refusal to rectify other behaviors that violate the terms of the contract	No renewal after the contract expires Not eligible to lease company property again
D	There is a major safety hazard, and the subletting behavior occurs without consent. Failure to pay the lease fee on time for three consecutive months constitutes other serious breach of contract according to the terms of the contract.	Automatic termination of the contract Be held accountable when necessary

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12. Any disputes arising between the two parties during the performance of this contract shall be resolved through negotiation; If the negotiation failed, a lawsuit was filed in the People’s Court of Nanshan District of Shenzhen.

13. This contract is made in quadruplicate, with Party A holding two copies and Party B holding two copies, all of which have the same legal effect.

14. For matters not covered, both parties shall sign supplementary clauses separately after friendly negotiation. As an effective annex to this contract, the supplementary clauses have the same effect as this contract.

15. Party A and Party B agree that the Letter of Responsibility for Premise Lease Safety Management is an effective annex of this contract, which has the same effect as this contract.

16. Due to the need of Party B to handle the lease registration, Party B signs the lease contract of the lease registration authority version. In case of any inconsistency with the terms of this contract, this contract shall prevail.

17. The Contract shall take effect from the date of signature and seal (including cross seal) of both parties.

Payee: Shenzhen SDG Information Co., Ltd.

Bank of deposit: Bank of China science park branch

Account No.: 7653 5838 7314

Party A (signature and seal): Shenzhen SDG Information Co., Ltd.

Signature of the representative:  

Special Seal for Contract of Shenzhen SDG Information Co., Ltd. (sealed)

Bank of deposit: Shenzhen Science and Technology Park Sub-branch, Bank of China

Bank account: 765358387314

Enterprise Tel: 0755-26544662

Enterprise address: SDG Information Building, No.2 Kefeng Road, Science and Technology Park, Nanshan District, Shenzhen

Date: September 30, 2021

Party B (signature and seal): Shenzhen TBIT Technology Co., Ltd.

Signature of the representative: /s/ Sisi Li

Date: September 28, 2021

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Letter of Responsibility for Safety Management of Premise Tenancy of Shenzhen City

In order to strengthen the management of leased Premise and leased objects, clarify the responsibilities and obligations of both parties to the lease, and ensure safety and stability, the following safety responsibility letters are formulated according to the policy of “safety first, prevention first and comprehensive management”.

I. This letter of responsibility shall have the same legal effect as that of premise lease contract.

II. The Lessor shall ensure that the leased buildings and their entrances, passages, fire-fighting, gas and electricity facilities are in accordance with the provisions of relevant laws and regulations as well as the safety standards stipulated by other relevant administrative authorities.

III. The Lessee is the first person in charge of safety work. The Lessee shall use the premise safely and properly according to relevant laws and regulations and the provisions of the premise lease contract. It is required to check the safety of leased premise on a regular basis to ensure the safety of people’s lives and property. The Lessor has the right to check and confirm the indoor fire-fighting facilities before and after the leased premise is decorated for the second time and put into use. Before the leased Premise or place involves the secondary decoration of the public gathering place, before it is put into use or opened for business, the lessee shall apply to the fire rescue agency of the people’s government where the place is located for fire safety inspection, make a commitment that the place conforms to the fire protection technical standards and management regulations, and submit the required information. material, and is responsible for its promises and the authenticity of the material. During the lease term, the Lessee shall not sublease the premise or shall not change the structure and use nature of the premise without permission; If the Lessee finds any potential safety risk in the leased premise, it shall immediately notify the Lessor.

IV. The Lessee shall comply with the provisions of the relevant authorities, take safety measures in terms of fire prevention, prevention of burglary, anti-virus, flood control, disaster prevention, use of electricity, gas etc., strictly prohibit the “mixed setting of processing, production, storage, operation plants in same building”, strictly prohibit random layout or connection of wires or arbitrary increase in power load, to ensure the safety utilization of electric power. It is strictly forbidden to use fire in the corridor and store inflammable, explosive, highly toxic and other dangerous items that do not meet the safety standards. Do not stack items, sundries and set up fixed objects in the fire exit, do not occupy the fire exit and stairs, keep the fire exit unblocked, and the fire door shall not be locked without authorization to ensure that the corridor and passage are unblocked. Once the safety accident occurs, the lessee shall bear all economic and legal responsibilities.

V. Due to business needs, the lessee always keeps a small amount of flammable, explosive, toxic and harmful chemicals for business needs, it shall take the initiative to fill out the Registration Form of Flammable, Explosive, Toxic and Harmful Hazards in SDG Information Building and SDG Information Technology Building before settling in, and shall report to the competent government department according to relevant regulations, and in addition, the special cabinets (such as explosion-proof cabinets and chemical cabinets) shall be equipped and managed by special personnel. In addition, any unit is prohibited from using and storing the flammable, explosive, toxic and harmful chemicals against the regulations in the leased premises.

VI. The Lessee is strictly prohibited from parking the electric vehicles, bicycle, or charging in the leased premises.

VII. If the lessee is prohibited from throwing articles from the building, throwing articles from the building, or falling articles related to the lessee from the building, causing damage to others, the infringer shall bear the tort liability according to law; After investigation, it is difficult to determine the specific infringer, and the lessee shall compensate.

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VIII. If the lessee fails to prove that he is not at fault, he shall bear the tort liability if the pile collapsed, rolled down or slipped in the lessor’s site, causing damage to others.

IX. The Lessor or the Lessor’s superior department, the competent government department in charge of safety shall have right to check the safety state at leased premise site and the implementation condition of the Letter of Responsibility at any time, have the right to clearly show the potential safety risks and require the Lessee to implement rectification measures within specified time period. The Lessee is responsible for the consequences and economic losses caused by the potential safety risks. The Lessee must accept and be involved in safety training and fire drills organized by the Lessor.

X. The Lessee shall not change the use function of the leased house without permission and shall comply with relevant provisions when the premises are used as business activity places such as hotels, canteens, entertainment places, internet bars or workshops;

The leased houses are prohibited to be used for illegal and criminal behavior, such as gambling, drug abuse, trafficking, prostitution, producing and selling pornographic stuffs, printing illegal publications, manufacturing and selling fake and shoddy goods, harboring criminals, harboring, selling stolen stuffs;

The leased houses are prohibited to be used for such illegal activities like pyramid selling, disguised pyramid selling, operating business without license, operating clinics without a license, illegal medical practice and illegal renewable resource recycling;

The leased houses are prohibited to be used for such fraudulent activities like job introduction, matchmaking, training and real estate intermediary business without licenses.

The leased house is forbidden to be used for producing, restoring or operating flammable, explosive, toxic and radioactive hazardous items.

XI. If the Lessee fails to perform safety responsibilities according to laws, as a result of which, the personnel safety and property safety of others are damaged, the sufferer may require the Lessee to assume compensation liability according to law.

XII. If the premise leased by Lessee has major potential safety risks, but the Lessee refuses to take rectification actions or fails to meet requirements after repeated rectifications, and if same potential safety risk occurs repeatedly due to less attention paid by the Lessee to the safety work, the Lessor has the right to terminate the contract without bearing any compensation.

Matters not covered in this letter of responsibility shall be implemented according to relevant management regulations of Shenzhen or supplemented by both parties through negotiation.

Lessor: (Signature and seal)	Lessee: (Signature and seal)
Signature of the representative: (signed)	Signature of the representative: /s/ Sisi Li
Special Seal for Contract of Shenzhen SDG  Information Co., Ltd. (sealed) Bank of deposit: Shenzhen Science and Technology Park Sub-branch, Bank of China Bank account: 765358387314 Enterprise Tel: 0755-26544662 Enterprise address: SDG Information Building, No.2 Kefeng Road, Science and Technology Park, Nanshan District, Shenzhen Date: September 30, 2021	Special Seal for Contract of Shenzhen Taibite Technology Co., Ltd. (sealed)
September 30, 2021	September 28, 2021

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Premise Building Area Individual Household Location Plan

 

	Land parcel No.	T305-0019
	Building number or name	Special information port building B
	Level	15-17
	Total number of floors in this building	18
	Number of households at this floor	14
	Comments:
	Surveying and mapping institution	Shenzhen aihua survey engineering co., ltd
	Surveying and mapping time	September 20, 2011

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EX-10.7

Exhibit 10.7

Lease Agreement

Party A (Lessor) Shenzhen Nanhang Electronics Industry Limited Company

Business license No. /ID Card No.: 9144030019219470XF

Contact person and contact number: Mr. Weng 0755-26006678

Party B (Lessee): Shenzhen Yitianxin Electronics Co., Ltd.

Business license No. /ID Card No.: 9144 0300 0717 9541 0N

Contact person and phone number (required): Jiang Yili 139-0244-1129

According to the Contract Law of the People’s Republic of China and the relevant laws and regulations, on the basis of equality and voluntariness, both parties have reached an agreement on the leasing matters stipulated in this agreement and concluded this contract.

I. Leased property:

Party A leases Room 10B, Tulou Building, Avionics Engineering R&D Building, No. 7 Langshan Road, Gaoxin North District, Nanshan District, with a construction area of 200m² to Party B for use.

II. Premises use: Office

III. Lease term:

The lease term is: From October 1, 2020 to September 30, 2025.

IV. The standard and method of collecting rent:

1. The rental details are as follows

Lease commencement date	Deadline	Unit price of rent (Yuan)	Progressive increase	Monthly Rent (Yuan)
October 1, 2020	September 30, 2021	100	0%	20,000.00
October 1, 2021	September 30, 2022	104	4%	20,800.00
October 8, 2022	September 30, 2023	108.16	4%	21,632.00
October 1, 2023	September 30, 2024	112.49	4%	22,498.00
October 1, 2024	September 30, 2025	116.99	4%	23,398.00

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2. Rental deposit

The rental deposit payable this time is RMB 108,340.00 (RMB one hundred and eight thousand three hundred and forty only), and the original rental deposit of RMB 65,960.00 (RMB sixty-five thousand nine hundred and sixty only) paid by Party B is less than two months’ rent, so it is necessary to pay up RMB 42,380.00 (RMB forty-two thousand three hundred and eighty only). Upon the expiration of the lease period, after Party A’s acceptance, if the Premise rented by Party B is not damaged (except for special agreement and natural wear and tear between both parties) and there is no other debt, it will be returned within [15] working days after Party B handles the check-out procedures, and the lease security deposit will be free of interest.

3. Bank account information is as follows:

Rent payee: Shenzhen Nanhang Electronics Industry Limited Company

Opening bank: Industrial and Commercial Bank of China Shenzhen Nanshan Sub-branch

Account No.: 4000 0203 0900 4301 473

4. Party B shall pay the rent of the current month to Party A before [5th] of each month. If the payment is overdue, Party B shall pay a late payment fee to Party A at the rate of five thousandths per day.

5. Party B shall pay off the rent of the current month and the unpaid rental deposit within 5 working days after signing this contract, and this contract will come into effect after all the money has arrived.

6. If Party B fails to pay the rent for one month, Party A has the right to take back the house, terminate the contract and collect the arrears.

7. If Party B should propose to terminate the contract during the effective period of the contract, it shall notify Party A in writing two months in advance, otherwise the rental deposit will not be returned.

8. If Party B needs to renew the lease, it shall notify Party A in writing two months in advance, and the two parties shall negotiate the lease price and other renewal matters and sign a new lease contract.

V. Notice on Leasing

1. Party B must earnestly abide by the relevant regulations of Party A, and shall not engage in illegal or criminal acts.

2. Party B shall not change the use nature of the Premise and the main structure of the building. Without the written consent of Party A, Party B shall not sublease in disguised form. Once discovered, Party A has the right to withdraw it at any time. Without the consent of Party A, the original structure of the real estate shall not be changed, and Party B shall be responsible for compensation and impose fines according to the seriousness of the circumstances.

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VI. Responsibilities of both parties

1. Party A is responsible for the maintenance and management of public facilities and cleaning, Party B is responsible for the management and maintenance of self-use facilities, and Party A provides paid services. The maintenance fee will be negotiated separately, and the replacement of equipment shall be borne by Party B.

2. After the contract expires or the contract is terminated, Party B needs to move all its own property, equipment and items out of the real estate on the day of the expiration of the contract or the termination of the contract, and return the real estate to Party A; Otherwise, Party A will charge the handling fee and dispose of the items by itself, and require Party B to pay for the loss during the period when the property is occupied and used. At the same time, Party B should repair the damaged part of the property. Doors, windows, glass, water and electricity should be in good condition, so that the property should be kept clean and tidy and in good condition. The right not to refund the corresponding rental deposit.

3. During the lease period, neither Party A nor Party B shall terminate the contract without reason. If Party A and Party B really need to terminate the contract due to special circumstances, they must notify the other party two months in advance.

VIII. Supplementary Provisions

1. This contract is made in three copies, two for Party A and one for Party B, each of which has the same legal effect.

2. Once this contract is signed and sealed, it will take effect immediately. In the event of a dispute, Party A and Party B should resolve it through friendly negotiation. If it cannot be resolved, it can be submitted to the People’s Court of Nanshan District of Shenzhen for judgment according to law.

3. For the unsettled matter of the contract, both parties shall negotiate and solve it.

4. In case of government demolition or developer’s urban renewal, Party A shall not be deemed to have breached the contract, and Party B shall unconditionally move out within 7 days after receiving the written notice from Party A.

5. When the contract expires, under the same conditions, Party B has the priority to renew the contract.

Party A: Shenzhen Nanhang Electronics Industry Limited Company	Party B: Shenzhen Yitianxin Electronics Co., Ltd.
Party A’s representative:	Party B’s Representative:
Contact Tel.:	Contact Tel.: 13902441129
Signing date:	Signing date:
Shenzhen Nanhang Electronics Industry Limited Company (sealed)	Shenzhen Yitianxin Electronics Co., Ltd. (sealed)
October 13, 2020

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EX-10.8

Exhibit 10.8

Lease Agreement

Party A (Lessor) Shenzhen Nanhang Electronics Industry Limited Company

Business license No. /ID Card No.: 91 4403 0019 2194 70XF

Contact person and contact number: Mr. Weng      0755-26006678

Party B (Lessee): Shenzhen Xinsheng Technology Co., Ltd.

Business license No. /ID Card No.: 91 4403 00MA 5DR6 KY7F

Contact and Contact Tel     Required items: Zhan Xiaobin      136-0017-8572

According to the Contract Law of the People’s Republic of China and the relevant laws and regulations, on the basis of equality and voluntariness, both parties have reached an agreement on the leasing matters stipulated in this agreement and concluded this contract.

I. Leased property:

Party A leases Room 10C 10th Floor, Tulou Building, Avionics Engineering R&D Building, No. 7 Langshan Road, Gaoxin North District, Nanshan District, with a construction area of 337.48m² to Party B for use.

II. Premises use: Office

III. Lease term:

The lease term is: From October 1, 2020 to September 30, 2025.

IV. The standard and method of collecting rent:

1. The rental details are as follows

Lease commencement date	Deadline	Unit price of rent (Yuan)	Progressive increase	Monthly Rent (Yuan)
October 1, 2020	September 30, 2021	100	0%	33,748.00
October 1, 2021	September 30, 2022	104	4%	35,097.92
October 1, 2022	September 30, 2023	108.16	4%	36,501.84
October 1, 2023	September 30, 2024	112.49	4%	37,963.13
October 1, 2024	September 30, 2025	116.99	4%	39,481.79

2. Rental deposit

None

3. The bank account details are as follows:

Rent collection unit: Shenzhen Nanhang Electronics Industry Limited Company

Opening bank: Industrial and Commercial Bank of China Shenzhen Nanshan Sub-branch

Account No.: 4000 0203 0900 4301 473

4. Party B shall pay the monthly rent to Party A before the [5] day of each month. Overdue payment shall be paid to Party A at the rate of 5/1000 per day.

5. Party B shall pay off the monthly rent and the unpaid rental deposit within 5 working days after the signing of this contract. After all the payment is received, this contract will take effect.

6. If Party B fails to pay the rent for one month overdue, Party A has the right to take back the house, terminate the contract, and collect the arrears.

7. If Party B also proposes to terminate the contract during the effective period of the contract, it shall notify Party A in writing two months in advance, otherwise the rental deposit will not be returned.

8. If Party B needs to renew the lease, it shall notify Party A in writing two months in advance, and the two parties shall negotiate the lease price and other renewal matters and sign a new lease contract.

V. Notice on Leasing

1. Party B must earnestly abide by the relevant regulations of Party A, and shall not engage in illegal or criminal acts.

2. Party B shall not change the use nature of the Premise and main structure of the building. Without the written consent of Party A, Party B shall not sublet or sublet in disguised form. Once discovered, Party A has the right to take it back at any time. Without the consent of Party A, the original structure of the property shall not be changed. Otherwise, Party B shall be responsible for compensation and fined according to the seriousness of the case.

VI. Responsibilities of both parties

1. Party A is responsible for the maintenance management and sanitation cleaning of public facilities, Party B is responsible for the management maintenance of self-use facilities, and Party A provides paid services. The maintenance fee is discussed separately, and the replacement equipment shall be borne by Party B.

2. Upon expiration or termination of the contract, Party B shall move all its property, self-owned equipment and articles out of the property and return the property to Party A on the day of expiration or termination of the contract; Otherwise, Party A will charge the handling fee and dispose of the items by itself, and require Party B to pay for the loss during the period when the property is occupied and used. At the same time, Party B should repair the damaged part of the property. Doors, windows, glass, water and electricity should be in good condition, so that the property should be kept clean and tidy and in good condition. The right not to refund the corresponding rental deposit.

2

3. During the lease period, neither Party A nor Party B shall terminate the contract without reason. If Party A and Party B really need to terminate the contract due to special circumstances, they must notify the other party two months in advance.

VII. Supplementary Provisions

1. This contract is made in triplicate, two for Party A and one for Party B, each of which has the same legal effect.

2. This contract will take effect immediately once it is signed and sealed. In the event of a dispute, Party A and Party B should resolve it through friendly negotiation. If it cannot be resolved, it can be submitted to People’s Court of Nanshan District of Shenzhen for judgment according to law.

3. For the unsettled matter of the contract, both parties shall negotiate and solve it.

4. In case of government demolition or urban renewal by the developer, it shall not be deemed as a breach of contract by Party A, and Party B shall move out unconditionally within 7 days from the date of receipt of the written notice from Party A.

5. At the end of the contract period, under the same conditions, Party B has the priority to renew the contract.

Party A: Shenzhen Nanhang Electronics Industry Limited Company	Party B: Shenzhen Xinsheng Technology co., ltd
Party A’s representative:	Party A’s representative:
Contact Tel.:	Contact Tel.:
Signing date:	Signing date:
Shenzhen Nanhang Electronics Industry Limited Company (sealed)	Shenzhen Xinsheng Technology Co., Ltd. (sealed) MM/DD/YY

3

EX-10.9

Exhibit 10.9

2017 Edition

Premise Lease Contract of Shenzhen SDG Information Co., Ltd.

No.: W-ZL (2021) X11

Party A: Shenzhen SDG Information Co., Ltd.

Address: 18 / F, building B, SDG Information Building, No. 2 Kefeng Road, Central District, high tech Zone, Nanshan District, Shenzhen

Legal representative: Jiang Qinjian

Tel.: 0755-26544662

Party B: Wuxin Technology Group Co., Ltd. (fka Shenzhen Minyide Information Technology Co., Ltd.)

Address: 601A, Building M-6, Zhonggang Building, Central District, Hi-Tech Industrial Park, Nanshan District, Shenzhen

Legal representative: Liu Lianqi

Tel.:

Now both parties, A and B, on the matter of the lease of Party A’s premises by Party B, by consensus, have reached this contract with the following specific terms for mutual compliance:

1. Premise: Party A agrees to lease to Party B the premises of Unit 1501 on the 15th floor of SDG Information Technology Building on Kefeng Road, Nanshan District, Shenzhen, with a total gross floor area (including apportioned area) of 800 square metres for use by Party B in its present condition (see the attached plan for the exact location of the site).

2. The use of the above premises by Party B is for the following purposes: ☑scientific research and office, Scientific research office ☐ Residential ☐ Plant ☐ Warehouse ☐ Others ___, and guarantees that it complies with the national and Shenzhen city, property management units and other regulations on environmental protection, fire and fire prevention, safety, family planning, social general management, labour employment, social insurance and property management, and does not engage in illegal and irregular activities in the above premises. Any breach and consequential loss and liability shall not be the responsibility of Party A.

3. Lease term: From February 6, 2021 to January 31, 2024. Upon the expiration of the term of leasing, under equal conditions, Party B shall have the priority to rent.

4. Comprehensive leasing fees:

(1) The total comprehensive rental fee for the period from February 6, 2021 to February 5, 2022 is ¥112/m² per month (In words: RMB one hundred and twelve). Including: Rent: ¥102/m² per month (of which from February 6, 2021 to May 6, 2021, rent is calculated at ¥51/m² per month), property service fees: ¥10/m² per month (excluding public energy consumption).

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The total comprehensive rental fee for the period from February 6, 2022 to February 5, 2023 is ¥114/m² per month (In words: RMB one hundred and fourteen). Including: Rent: ¥104/m² per month, property service fees: ¥10/m² per month (excluding public energy consumption).

The total comprehensive rental fee for the period from February 6, 2023 to January 31, 2024 is ¥116/m² per month (In words: RMB one hundred and sixteen). Including: Rent: ¥106/m² per month, property service fees: ¥10/m² per month (excluding public energy consumption).

(2) Payment of lease consolidation fee

Party B shall pay the comprehensive rental fee for the month to Party A’s designated account before the 10th day of each month in accordance with the payment cycle of each full calendar month. Party A will invoice Party B for the rent and premise service charges upon receipt of the rent and housing facilities package.

5. Rental deposit and Initial Lease Consolidation Fee

(1) Within five working days from the date of signing this contract, Party B shall pay to Party A a lump sum equivalent to two months’ comprehensive rental fee as rental deposit, totaling ¥ 179,200 (In words: RMB one hundred and seventy-nine thousand two hundred), and the first comprehensive rental fee (from February 6, 2021 to February 28, 2021) of ¥40,085.71 (In words: RMB forty thousand eighty-five yuan and seventy-one cents)

(2) If the rental deposit and the one-month comprehensive rental fee are not in Party A’s account after five working days from the date of this contract, this contract shall automatically expire and Party A shall be entitled to use the premises for other purposes and Party B shall not claim any rights against Party A as a result.

(3) Upon receipt of the foregoing, Party A shall issue an invoice or receipt to Party B.

(4) The above rental deposit will be refunded by Party A to Party B upon the expiry of this contract and after Party B has settled all the expenses, the leased premises and its basic items are not damaged and the registration procedures for cancellation of the lease contract have been completed.

6. Utilities and others

(1) Party B is responsible for the cost of utilities and other miscellaneous expenses of the premises during the lease period.

(2) Payment method: Party A collects utilities on a “collect and pay” basis. Party B shall pay the previous month’s utilities to Party A’s designated account by the 25th of each month from the beginning of the lease term.

(3) Electricity charge and capacity increase management.

A. Electricity charge

(A) Metering by customer-specific submeters. A unit price of RMB 0.90/kWh (including the public share) and a service charge of RMB 0.35/kWh (including the public share). In the event of major policy and market adjustments, the above unit prices will be adjusted accordingly.

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(B) The portion of the line loss is charged at 4% of the customer’s electricity consumption.

(C) The public share is to be apportioned in proportion to the rental area to the floor area.

B. Capacity increase management

The electricity consumption capacity of the unit leased by Party B is 64 KW. If Party B’s actual electricity consumption exceeds that capacity and needs to be increased, a written application must be made to and agreed by Party A before proceeding; The corresponding renovation costs of electrical equipment and facilities shall be borne by Party B. Party A has the right to decide whether to agree to the capacity increase based on the actual conditions of the Property and the overall electricity load.

(4) Water charge

(A) Based on the amount of water read from the meter on the floor rented and measured on an apportioned area basis. A basic combined unit price of RMB 4.68/m³. In the event of major policy and market adjustments, the above unit prices will be adjusted accordingly;

(B) The public share is to be apportioned in proportion to the rental area to the floor area.

(5) Other expenses: Charge according to the facts.

(6) Regarding the floor load: not exceed 250 KG/m².

7. Arrears agreement: Party B shall pay the late payment fee at the rate of three per cent of the overdue amount per day to Party A from the date of overdue payment until the date on which the overdue amount is paid in full if Party B fails to pay the full amount of the comprehensive rental fee and utilities in accordance with the agreed time. In the event of late payment arrears, the amount paid by Party B shall be given priority against the late payment arrears. If the total amount of the above principal and late payment arrears exceeds RMB 89,600 or more, or if the total period of default exceeds fifteen days, Party A may deduct the principal and late payment arrears directly from the rental deposit. In addition, Party A may take measures including, but not limited to, stopping the supply of water and electricity up to legal means, and has the right to terminate the contract and require Party B to unconditionally withdraw from the premises used without refunding the remaining deposit. Meanwhile, Party A reserves the right to claim compensation from Party B.

8. Premise agreement:

(1) Party A shall not make the premises available for use by a third party from the effective date of this contract, otherwise Party A shall refund in full the rental deposit paid by Party B.

(2) Party B shall not sublet the premises in whole or in part to a third party (if it is an associated enterprise of Party B, written permission from Party A is required), nor shall Party B terminate this contract without permission, otherwise it is Party B’s breach of contract. Party A may take measures against Party B such as stopping water and electricity and prohibiting Party B from entering the premises. Party B shall pay Party A a liquidated damages of RMB 179,200 and Party B shall not be refunded the rental deposit paid by Party A. Party A shall be entitled to demand Party B to compensate for all losses and unilaterally terminate this contract immediately and take back the relevant premises. Party B shall not be compensated for the renovation costs invested by Party B. At the same time, Party A may sign a lease contract directly with the actual user.

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(3) Upon expiry of the lease contract or with Party A’s consent, Party B may surrender the lease in advance. Party B shall, at Party A’s request, either restore the original condition or keep the basic layout and the status quo of the existing decoration unchanged (retaining the decoration of the floor, ceiling, partition walls, doors, fixed furniture, strong and weak electricity lines, electricity meters, sockets, switches and lamps). Party B shall not claim any compensation from Party A for all the above-mentioned renovations. Party B must clean up the site at the time of surrender as required by Party A, otherwise Party A may deduct the site cleaning fee directly from Party B’s rental deposit.

(4) Party B shall not hang and post Party B’s company logo, company name and door number in public areas without Party A’s written permission. Besides, Party B shall not hang signs in the leased area which are inconsistent with Party B’s name.

9. Force majeure: Any party who is unable to perform or partially unable to perform its contractual obligations due to force majeure shall not be deemed to be in breach of contract. All necessary remedies shall be taken as conditions permit to reduce the damage caused by force majeure. “Force Majeure” shall mean all events which are beyond the control of the Parties to this Contract, and which are unforeseen, unavoidable or insurmountable, and which prevent the total or partial performance by either of the Parties. Such events shall include earthquakes, typhoons, flood, fire, war, strikes, riots, acts of governments, changes in law or the application thereof or any other instances which cannot be foreseen, prevented or controlled, including instances which are accepted as Force Majeure in general business practice. If the premise is seriously damaged by force majeure and cannot be repaired within six months of the incident, this contract will naturally end. The parties shall not be liable to each other unless otherwise contracted.

10. Miscellaneous

(1) During the lease period, Party B is responsible for the normal maintenance of the non-intrinsic structure and ancillary equipment of the premises and bears the corresponding costs.

(2) Either party shall give two months’ notice in writing to the other party of its intention to terminate the cooperation during the term of the lease. No breach of contract shall be committed by mutual agreement of the parties. In the event of failure to negotiate, the unsolicited party shall constitute a breach of contract and shall pay to the passive party liquidated damages in the amount of the rental deposit.

(3) Upon expiry of the lease or termination of the contract, Party B shall vacate the leased premises within three days and shall not damage the original facilities and equipment of the property. Party B shall be deemed to have cleared the site upon expiry of the relocation period, and Party A shall take possession of the property. If there are any remaining items in the property, Party B agrees that Party A may dispose of all items in the premise in the presence of a disinterested third party and without infringement. Meanwhile, Party A may rent out the property to a third party without Party B having the right to interfere or claim any compensation. At the same time, Party A reserves all rights to pursue Party B for any damages caused as a result. If, upon acceptance, Party A or the property management company entrusted by Party A finds that Party B has damaged the main structure of the premise and basic facilities such as fire-fighting, and may have other conditions that may hinder normal renting in the future, Party B shall immediately restore the house to its functional state before renting. Otherwise, Party A has the right to deduct the corresponding amount of loss directly from the rental deposit or other special deposit until Party B is required to make up for it. In addition, Party A reserve the right to recover the corresponding costs and losses.

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(4) Party B is inclined to lease the premise consecutively when the leasing period as specified in the contract expires, Party B shall put forward to renew the lease within one month before the leasing period expiration. If both parties make and reach an agreement on the renewal of the lease, the contract shall be re-concluded.

(5) Party B shall sign the relevant property management service series documents with Party A or the professional property management company engaged by Party A before proceeding with the entry and decoration or occupation procedures after signing the contract,.

11. Party A evaluates Party B’s contract performance annually and takes the following measures based on Party B’s performance:

Customer classification	Classification conditions	Evaluation applications
A	Normal contract performance	Priority in lease renewals under the same conditions
B	Delinquent lease payments (including rent, property management fees, late payment fees, etc.) There are safety hazards that refuse to be rectified	No priority in lease renewal under the same conditions
C	The rent arrears (including rent, property management fees, late fees, etc.) exceed one month. The actual rent paid in the whole year is lower than the contract amount of the year there are many hidden dangers in safety Refusal to rectify other behaviors that violate the terms of the contract	No renewal after the contract expires Not eligible to lease company property again
D	There is a major safety hazard Subletting behavior occurs without consent Failure to pay the lease fee on time for three consecutive months Other serious breach of contract according to the terms of the contract	Automatic termination of the contract Be held accountable when necessary

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12. Disputes arising in the course of the performance of this contract shall be resolved through negotiation between the parties, and if negotiation fails, a lawsuit will be filed in the People’s Court of Nanshan District of Shenzhen.

13. This contract is made in quadruplicate, with Party A holding two copies and Party B holding two copies, all of which have the same legal effect.

14. For matters not covered, both parties shall sign supplementary clauses separately after friendly negotiation. As an effective annex to this contract, the supplementary clauses have the same effect as this contract.

15. Party A and Party B agree that the Letter of Responsibility for Premise Lease Safety Management is an effective annex of this contract, which has the same effect as this contract.

16. As Party B is required to register for the lease, a lease registration authority version of the lease contract is signed. In case of inconsistency with the terms of this contract, this contract shall prevail (Party A shall assist Party B in the registration of the contract, and Party A shall not be responsible for any failure to register the contract due to changes in government department policies).

17. The Contract shall take effect from the date of signature and seal (including cross seal) of both parties.

Payee: Shenzhen SDG Information Co., Ltd.

Bank of deposit: Bank of China science park branch

Account No.: 7653 5838 7314

Party A (signature and seal): Shenzhen SDG Information Co., Ltd.

Special Seal for Contract of Shenzhen SDG Information Co., Ltd. (sealed)

Bank of deposit: Shenzhen Science and Technology Park Sub-branch, Bank of China

Bank account: 7653 5838 7314

Enterprise Tel: 0755-26544662

Enterprise address: SDG Information Building, No.2 Kefeng Road, Science and Technology Park, Nanshan District, Shenzhen

Signature of the representative:

Date: February 5, 2021

Party B (signature and seal): Shenzhen Minyide Information Technology Co., Ltd.

Shenzhen Minyide Information Technology Co., Ltd. (sealed)

Signature of the representative: Liu Lianqi (signature)

Date: February 5, 2021

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Letter of Responsibility for Safety Management of Premise Tenancy

To strengthen the management towards leased premise and leased objects, define the responsibilities and obligations of both parties and ensure safety and stability, the following letter of safety responsibility is hereby formulated based on policy of “safety first and prevention first”.

I. This letter of responsibility shall have the same legal effect as that of premise lease contract.

II. The Lessor shall ensure that the leased buildings and their entrances, passages, fire-fighting, gas and electricity facilities are in accordance with the provisions of relevant laws and regulations as well as the safety standards stipulated by other relevant administrative authorities.

III. The Lessee is the first person in charge of safety work. The Lessee shall use the premise safely and properly according to relevant laws and regulations and the provisions of the premise lease contract. It is required to check the safety of leased premise on a regular basis to ensure the safety of people’s lives and property. The Lessor has the right to check and confirm the indoor fire-fighting facilities before and after the leased premise is decorated for the second time and put into use. During the lease term, the Lessee shall not sublease the premise or shall not change the structure and use nature of the premise without permission; If the Lessee finds any potential safety risk in the leased premise, it shall immediately notify the Lessor.

IV. The Lessee shall comply with the provisions of the relevant authorities, take safety measures in terms of fire prevention, prevention of burglary, anti-virus, flood control, disaster prevention, use of electricity, gas etc., strictly prohibit the “mixed setting of processing, production, storage, operation plants in same building”, strictly prohibit random layout or connection of wires or arbitrary increase in power load, to ensure the safety utilization of electric power. It is strictly forbidden to carry out hot work or store inflammable, explosive and toxic dangerous goods not line with the safety standards in the corridor to ensure smoothness of corridors and passages. Once the safety accident occurs, Party B shall bear all economic and legal responsibilities.

V. If the Lessee needs to stock up the small amount of flammable, explosive, toxic and harmful chemicals for business needs, it shall take the initiative to fill out the Registration Form of Flammable, Explosive, Toxic and Harmful Hazards in SDG Information Building and SDG Information Technology Building before settling in, and shall report to the competent government department according to relevant regulations, and in addition, the special cabinets (such as explosion-proof cabinets and chemical cabinets) shall be equipped and managed by special personnel. In addition, any unit is prohibited from using and storing the flammable, explosive, toxic and harmful chemicals against the regulations in the leased premises.

VI. The Lessee is strictly prohibited from parking the electric vehicles, bicycle, or charging in the leased premises.

VII. The Lessor or the Lessor’s superior department, the competent government department in charge of safety shall have right to check the safety state at leased premise site and the implementation condition of the Letter of Responsibility at any time, have the right to clearly show the potential safety risks and require the Lessee to implement rectification measures within specified time period. The Lessee is responsible for the consequences and economic losses caused by the potential safety risks. The Lessee must accept and be involved in safety training and fire drills organized by the Lessor.

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VIII. The Lessee shall not change the use function of the leased house without permission and shall comply with relevant provisions when the premises are used as business activity places such as hotels, canteens, entertainment places, internet bars or workshops;

The leased houses are prohibited to be used for illegal and criminal behavior, such as gambling, drug abuse, trafficking, prostitution, producing and selling pornographic stuffs, printing illegal publications, manufacturing and selling fake and shoddy goods, harboring criminals, harboring, selling stolen stuffs;

The leased houses are prohibited to be used for such illegal activities like pyramid selling, disguised pyramid selling, operating business without license, operating clinics without a license, illegal medical practice and illegal renewable resource recycling;

The leased houses are prohibited to be used for such fraudulent activities like job introduction, matchmaking, training and real estate intermediary business without licenses.

The leased house is forbidden to be used for producing, restoring or operating flammable, explosive, toxic and radioactive hazardous items.

IX. If the Lessee fails to perform safety responsibilities according to laws, as a result of which, the personnel safety and property safety of others are damaged, the sufferer may require the Lessee to assume compensation liability according to law.

X. If the premise leased by Lessee has major potential safety risks, but the Lessee refuses to take rectification actions or fails to meet requirements after repeated rectifications, and if same potential safety risk occurs repeatedly due to less attention paid by the Lessee to the safety work, the Lessor has the right to terminate the contract without bearing any compensation.

Matters not covered in this letter of responsibility shall be implemented according to relevant management regulations of Shenzhen or supplemented by both parties through negotiation.

Lessor: (Signature and seal)   Special Seal for Contract of Shenzhen SDG Information Co., Ltd. (sealed)   Bank of deposit: Shenzhen Science and Technology Park Sub-branch, Bank of China   Bank account: 7653 5838 7314   Enterprise Tel: 0755-26544662   Enterprise address: SDG Information Building,
No.2 Kefeng Road, Science and Technology Park,
Nanshan District, Shenzhen       February 5, 2021   Lessee: (Signature and seal)   Shenzhen Minyide Information Technology Co., Ltd. (sealed)   Liu Lianqi (signature)   February 5, 2021      

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EX-10.10

Exhibit 10.10

Lease Agreement

Party A (Lessor): Topson Electronics (Hangzhou) Co., Ltd.

Party B (lessee): Shenzhen VLG Wireless Technology Co., Ltd.

According to the “Contract Law of the People’s Republic of China” and relevant laws and regulations, in order to clarify the rights and obligations of both parties, Party A and Party B have reached the following agreement on the housing leasing matters involved in this contract on an equal, voluntary and fair basis:

Article 1 Geographical location, area and use of the leased house

1. House address: Room 101, Block C, 1st Floor, Building 3, No. 351, Changhe Road, Changhe Street, Binjiang District, Hangzhou. (hereinafter referred to as the park) is leased to Party B for business use. The rental area has been approved by both parties to be 260.75㎡

2. The purpose of Party B’s lease is: office. The park does not introduce production-oriented enterprises with noise, peculiar smell, sewage discharge, pollution, capital lending, small loans, illegal online live broadcasts, dense personnel, special approval and other production-oriented enterprises. Party A has the right to unilaterally terminate the contract and discourage entry into the park (unless otherwise agreed by both parties, Party B shall not change the use of the house).

Article 2 Lease Term

The lease term is from December 12, 2020 (lease start date) to December 15, 2025.

Article 3 The rental deposit and payment methods are as follows

Period	Area	Days	Unit price	Price Increment Rate Annual	Rent
2020.12.12-2021.12.15	260.75	369	2.200	4%	211677
2021.12.16-2022.12.15	260.75	365	2.288	4%	217758
2022.12.16-2023.12.15	260.75	365	2.380	4%	226514
2023.12.16-2024.12.15	260.75	366	2.547	7%	243072
2024.12.16-2025.12.15	260.75	365	2.725	7%	259348

(Note: The rent does not include water and electricity fees, property management fees, elevators and other public facilities energy consumption and shared expenses)

2. Lease deposit: After the contract is signed (the lease renewal guarantee is RMB 43,500 yuan, RMB 21,000 yuan has been paid, and the difference of RMB 22,500 yuan needs to be paid). The deposit will be terminated in this contract, and Party B will restore the original state of the house and settle all expenses (including breach of contract) according to the contract. After completing all contract obligations such as handover, Party A shall refund Party B without interest within five working days.

3. Payment method: The house will be paid in one lump sum by cash or check (cash, check, draft, transfer, etc.) within five working days after the signing of this contract in accordance with the principle of first payment and use later. From December 12, 2020 to June 15, 2025, totaling 186 days, the rent was RMB 106,699 yuan and the margin difference was RMB 22,500 yuan, totaling RMB 129,199 yuan. Party A has the right to terminate this contract if the rent is not paid within five working days after the contract is signed. In the future, Party B shall pay Party A the rent for the next half year in one lump sum one month in advance, and so on.

Article 4 Other and related expenses

During the rental period, the following expenses shall be paid by Party B, and Party B shall be liable for the breach of contract for delayed payment:

1. Party B shall abide by the provisions of the park’s property management, and pay the property management fee and public energy consumption to the property service unit on schedule; the rights and obligations of the property management shall be stipulated in the park (property service) agreement.

2. The water, electricity and other expenses that Party B needs to pay for the use of the lease shall be directly charged by the property service unit. Calculated according to the park (property service) agreement.

Article 5 Party A’s rights and obligations

1. Party A is obliged to provide Party B with the real estate certificate and other documents, building floor plans and relevant original architectural drawings.

2. Party A has the right to charge Party B for rent and other fees at the time agreed in the contract. If the above fees are in arrears for 20 days from the date when they should be paid, and they have not reached a written extension of payment agreement with Party A. When Party B constitutes a fundamental breach of contract, Party A has the right to stop Party B’s use of water and electricity. And all losses caused thereby shall be borne by Party B until the two parties reach an agreement again.

Article 6 Party B’s rights and obligations

1. When signing this contract, Party B shall fully understand the production and office purposes of the leased house, the management system of the property where the house is located, and the corresponding shared facilities. Party B shall abide by the rules and regulations of the property on public security, fire protection, sanitation, environmental protection, communication, electrical appliance use and property management, and sign a letter of responsibility for fire protection, public security and safety, and reasonably use the rented house and water, electricity, communication, elevator,public lighting, firefighting facilities and other public facilities. If losses are caused by the Party B’s fault or improper use, Party B shall be responsible for timely repairs and bear corresponding economic and legal responsibilities. Party B shall cooperate with Party A in normal house facility inspection, fire inspection and maintenance.

2. During the lease period, Party B shall not change the purpose of the leased house without Party A’s written permission, and shall not establish any other rights in the leased house. Party B shall not engage in illegal activities in the leased house, and shall not bring the prohibited items of the state into the property management area without permission.

3. Party B is obliged to pay the rent, lease deposit and related expenses stipulated in this contract on time. Before moving office production equipment, the rent payable and all other related expenses agreed in this contract shall be settled.

4. If the lease is cancelled due to Party B’s reasons, Party B must hand over all the original equipment and facilities in the leased house in good condition to Party A on time. The house shall be restored to the original state and returned to Party A: if the interior decoration cannot be dismantled, it shall be paid to Party A for free when Party A agrees to accept it. Party B who does not agree to accept the acceptance shall be responsible for restoring the original state. If Party B does not restore the house to its original state, Party B shall pay Party A the cost of restoration before going through the check-out procedure. If Party B does not pay the fee, Party A has the right to deduct the fee from the rental deposit, and the shortfall shall be made up by Party B within 3 working days. Party B shall not charge the next tenant for decoration fees for any reason.

5. Party B shall undertake other obligations stipulated by national laws.

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Article 7 Party A’s liability for breach of contract

In one of the following situations, Party A shall be liable for breach of contract and pay a penalty equal to twice the monthly rent of the current year.

1. Party A takes back the leased house of Party B ahead of the contract period.

2. The leased house provided by Party A is an illegal construction or a dangerous house, which makes Party B unable to produce and work normally.

Article 8 Party B’s liability for breach of contract

1. Party B shall pay Party A a late payment fee of 1% of the payable amount for each overdue day for overdue payment of rent or other expenses that should be borne by Party B.

2. In one of the following situations, Party B shall be liable for breach of contract and pay liquidated damages equal to twice the monthly rent of the current year, and this contract shall be terminated immediately:

(1) Failure to pay rent or lease guarantee within 15 days of the due date; (2) Party B terminates the contract early for unilateral reasons; (3) Party B constitutes the fundamental breach of contract in the agreement; (4) Party B uses the leased house to engage in violations of laws and regulations.

Article 9 Agreement on Renovation and Change of House Structure

1. When Party B takes the interior decoration in the house, Party B must submit the decoration drawings (CAD version) to Party A for filing and review before entering the site for decoration. It should be approved by Party A and filed with the fire department. After Party A agrees, the site can be decorated. The decoration materials should meet the fire safety requirements. Before moving in or decorating, Party B should go through the handover procedures.

2. Special agreement for decoration: The property in this park is a prestressed frame structure. Party B must obtain the consent of Party A during decoration, if it needs to drill holes and cut grooves on the beams, the top surface or the indoor floor or outdoor of the floor, etc. If the steel noose is broken or the house is damaged due to the construction without the written permission of Party A or the technical disclosure of Party A, the economic loss and legal liability caused by the construction shall be borne by Party B (Note: If Party B asks a decoration company for decoration, its decoration contract must includes the terms that: If the decoration company fails to construct and break the steel noose according to the technical disclosure of Party A and the property, all economic losses shall be borne by the construction party and deducted from the construction project payment. If the steel noose is broken, Party B shall pay Party A the maintenance cost of 50,000 yuan for each broken steel noose. And Party A has the right to use Party B’s rental deposit as the up-front cost of maintenance. After the maintenance is completed, Party A will settle the maintenance cost with Party B according to the actual situation, and refund more and make up less. After the decoration is completed, Party B can only pay the construction project payment after Party A has checked and accepted the decoration project and confirmed that the steel noose has not been broken. Party B’s violation of this clause constitutes a fundamental breach of contract.

3. When sub-leasing and its customers enter the strength line, it may be necessary to use the space at the bottom of the beam of Party B for construction, and Party B should cooperate.

4. At present, the indoor configuration lines of each household have met the normal office electricity demand (power consumption capacity of office equipment such as air conditioners, computers, and water dispensers). The application can only be used after the consent of Party A. If it is necessary to add lines or replace the original wires and cables due to new facilities and equipment, the expenses incurred shall be borne by Party B. The park is currently powered by a single channel. If Party B has special requirements for power supply, it needs to solve it by itself, and Party A will actively cooperate.

5. In order to better standardize the office environment, Party A has installed wood veneer on the left and right sides of each entrance door in the public area and reserved the location for installing the company’s LOGO. Party B’s plan must be approved by Party A before installing the company’s logo construction. Without permission, it is not allowed to make holes in the door frame and public areas to pull wires or hang company signs. The cost will be fully borne by Party B.

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Article 10 Agreement on early termination of lease, sublease and lease expiration

1. The house leased by the customer during the contract period shall not be transferred, sublet, lent to others or exchanged for use without authorization.

2. If it is mentioned that within one year from the date of withdrawal, it helps to introduce the customer to successfully sign the contract and the area is not less than the area of withdrawal and confirms the payment, then Party A shall refund the liquidated damages paid by Party B.

3. Party B shall notify Party A in writing 90 days in advance if Party B needs to renew the lease upon expiry of the lease term, and Party B has the priority to lease under the same conditions. The lease renewal contract shall be negotiated separately by both parties. If Party A does not receive the written notice of Party B’s lease renewal within the specified time, it shall be deemed that Party B has decided not to renew the lease; That is to lease to others, and can sign a new lease contract with a third party.

4. Except for the period agreed by Party A in writing, Party B must move and clean up on the date of termination or cancellation of this contract, and return the vacated leased house to Party A. If Party B refuses to vacate the leased house, refuses to hand over the keys and does not sign a lease renewal contract with Party A on the day when the contract is cancelled or terminated, then from the date of overdue, 5% of the total rent for the current year shall be paid to Party A every day. compensation.

5. The rental deposit and the first half-annual rent paid by Party B in this contract shall be reserved for the rental area for Party A. If Party B checks out within half a year after the signing of the contract, it shall be deemed as a breach of contract by Party B, and all paid amounts shall not be refunded. return.

6. Company B’s registration and lease shall complete the relocation of the company’s industrial and commercial registration within one month after the termination of the contract formalities. The security deposit will not be returned unless the written consent of Party A is obtained. In addition, Party A has the right to notify the industrial and commercial department to forcefully cancel the registered address, and Party B shall bear all the consequences.

Article 11 Other matters

1. The overhaul and repair costs of non-human-damaged houses shall be borne by Party A, and the daily house maintenance costs shall be borne by Party B.

2. If Party B cannot vacate the house according to the specified time under any circumstances (including but not limited to the expiration of the contract or when all Party B must vacate the house in this contract), Party B agrees to treat all items that have not been vacated as abandoned Party A has the sole discretion to dispose of the property and is willing to bear any loss to Party A arising therefrom.

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3. If the leased house is damaged or the contract cannot be performed due to incompetent reasons, both parties shall not be liable to each other.

4. During the lease period, if Party A is negatively reported by the media or punished by the government due to Party B’s direct or indirect reasons. Party A has the right to unilaterally terminate the contract and take back the house. All losses caused to Party A shall be borne by Party B, and Party A reserves the right to sue Party B.

5. Guarantee: Party B shall not disclose the lease and contract contents to its tenants in the park, and shall not show the contract text to other tenants.

Article 12 Special agreement

In order to enhance the overall image of the park, the park is still in the stage of upgrading and renovation. During the renovation, Party A will try its best to reduce noise and dust. However, some noise, dust and the use of elevators to clear and transport garbage may still be generated. Party B promises not to refuse to pay A for this square rent, etc.

Article 13 This contract shall be resolved through bilateral negotiation or by signing a written supplementary agreement. The supplementary agreement has the same legal effect as this contract.

Any disputes arising from the performance of this contract or the supplementary agreement shall be resolved through negotiation between the two parties. If the negotiation fails, either party shall have the right to submit it to the People’s Court of Binjiang District, Hangzhou City for adjudication.

Article 14 This agreement will take effect immediately after this table or chapter, in quadruplicate. Party A holds two copies and Party B holds two copies.

Party A: Topson Electronics (Hangzhou) Co., Ltd.

Representative signature: Yunying Jiang

Tel: 86623839

Signing date: December 12, 2020

Party B: Shenzhen VLG Wireless Technology Co., Ltd.

Representative signature:

contact number:

Park Service (Charge) Agreement

Party A: Topson Electronics (Hangzhou) Co., Ltd.

Party B: Shenzhen VLG Wireless Technology Co., Ltd.

On the basis of equality and voluntariness, Party A and Party B have reached an agreement on the following property management services:

Article 1 Brief description of the basic situation of the property: Property name: Room 101, Block C, Floor 1, Building 3, No. 351, Changhe Road, Changhe Street, Binjiang District, Hangzhou Construction area: 260.75 square meters, service period: December 12, 2020 to 2025 Until December 15th.

Article 2 Equipment maintenance is set up in the common area of cleaning, sanitation, greening, maintenance, traffic order and other routine public services. At the same time, Party A is solely responsible for the settlement of extended service fees such as parking fees, water fees, electricity fees, and ancillary service fees.

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Article 3 Charge Standard and Payment Deadline

1. Property service fee: Property service fee for 186 days from December 12, 2020 to June 15, 2021, in RMB: 8447 yuan, from June 16, 2021 to December 15, 2025, annual property management fee is 16,575 yuan (including the public share water fee), which will be paid in one lump sum on the day the contract is signed. In the future, the next half-year property fee will be paid within 30 days before the end of each year.

2. The electricity fee is 0.72 yuan/kWh, and the energy consumption is 0.27 yuan/kWh. According to the principle of one household, one meter, Party B shall undertake the electricity consumption for its own consumption and the electricity consumption metering part of the public halls, aisles, toilets and other public areas of the floor where it is allocated according to the area ratio.

3 Parking fee: 1) Motor vehicle: 300 yuan/month/car (in principle, one parking space is leased per 375 square meters of rental area, and the excess part is according to the actual situation of the park, the parking spaces will be allocated);

2) Electric vehicles are parked in designated parking lots and self-service coin-operated charging.

4. Other charges: During the service period, if the relevant government departments levy charges not listed in this contract but related to the use of the house, they shall be paid by Party B and charged according to the facts. The above 1, 2, 3 and the charging standards of this article will be implemented according to the new standards after notification due to the actual price adjustment of relevant departments and other factors. The final interpretation right belongs to Party A.

Article 4 Party B shall pay relevant fees to Party A on time. If it is overdue for more than one week, the payment shall be paid to Party A at 1% of the overdue amount due. Party A has the right to take relevant measures and stop the property service if it is overdue for 20 days.

Article 5 If Party B’s lease expires or the lease is terminated in advance, Party B must clean up the garbage on site and pay all fees before going out.

Article 6 Party B needs to cooperate with other customers on the floor to install air-conditioning pipes. The decoration or renovation must be filed by Party A before proceeding. Otherwise, Party B shall be responsible for the consequences arising therefrom.

Article 7 Annex 1 “Property Service System”, Annex 2 “Tenant Convention” and Annex 3 “Public Security and Fire Safety Responsibility Letter” in this agreement are integral parts of this agreement and have the same effect as the text of this agreement.

Article 8 This Agreement shall come into force on the date of signature and seal of both parties. This agreement is made in four original copies, and both parties shall hold two copies, which have the same legal effect. Matters not covered in this agreement or disputes arising from the performance of the agreement shall be resolved through negotiation between Party A and Party B. If the negotiation fails, a lawsuit shall be filed in the people’s court where Party A is located.

Party A: Topson Electronics (Hangzhou) Co., Ltd.

Representative signature: /s/ Yunying Jiang

Signing date: December 12, 2020

Party B: Shenzhen VLG Wireless Technology Co., Ltd.

Representative signature: /s/

Signing date: December 12, 2020

Annex I:

Property Management System

Article 1 Rights and obligations of both parties

1. Party B’s rights and obligations

1) Comply with physical physics and supervise property management services and provide opinions and suggestions to Party A on related issues:

2) Do not occupy or damage the common parts of the property, and the common facilities and equipment will change their use functions. Reasonable use of shared parts, shared facilities and equipment due to relocation, decoration and other reasons. Party A should be notified in advance. And within the agreed time limit to restore the original state, if any loss is caused, compensation shall be paid.

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3) The lessee shall bear the corresponding economic and legal responsibilities for the loss and damage caused by the use of and visitors in violation of the property management system and the Tenant Agreement;

4) According to the rules, the adjacent relationship between the water supply and drainage, ventilation, mining, maintenance, traffic, sanitation, environmental protection, etc. of the property shall not be infringed upon the legitimate rights and interests of others:

2. Party A’s rights and obligations

1) Maintenance, repair, service and management of common parts of the house, shared facilities and equipment, greening, environmental sanitation, security and other projects;

2) Stop the violation of the property management system and the “Tenant Agreement”;

3) Inform Party B in writing of the precautions and restrictions for house decoration and decoration, and enter into a “Decoration Management Agreement” with Party B;

4) Provide Party B with paid services such as the maintenance and repair of the self-use parts of the house and self-use facilities and equipment;

Article 2 Contents of property management services

1. Maintenance and management of common parts of houses, common facilities and equipment of houses and their operation: common parts refer to the main load-bearing structural parts of houses (including foundations, internal and external load-bearing walls, columns, beams, floors, roofs, etc.), outdoor walls, Foyer, stairwell, corridor passage, etc. Shared facilities and equipment refer to the shared power distribution room, various pipes, public lighting, strong and weak current lines, water tanks, pressurized pumps, elevators, fire-fighting facilities, etc. Minor repairs and urgent repairs for the shared parts of the house and facilities and equipment: minor repairs will be resolved within 72 hours; urgent repairs will not be overnight, arrive at the scene within 30 minutes, and be resolved within 24 hours (the contractor is responsible for repairs during the warranty period).

2. Environmental sanitation: keep the public aisles, stairs, elevator halls, public places (excluding toilets in the tenant’s house), lobby, park roads and other public parts clean and tidy; bathroom cleaning. If the toilet in the tenant’s house must be cleaned by Party A’s cleaning staff, Party B should take good measures to preserve the property and provide paid services. If theft or damage occurs, Party B will report to the police station for investigation, and Party A will not be liable for compensation for theft and damage.

3. Security: Assist the public security department to maintain public order and public fire safety in the property area, 24-hour fixed-point duty and monitoring, regular patrols during the peak period of the incident, and effectively prevent or eliminate related public security, firefighting, etc. that affect the normal operation of the property. Traffic behavior or potential hazards.

4. Management of roads and motor vehicle parking spaces in the park: According to the actual situation of the property and the needs of the lessee, adjust the temporary parking spaces and access channels. Vehicle entry and exit, parking management; check vehicle parking status; park traffic order and vehicle parking standard and orderly and smooth roads. The park provides parking spaces (paid parking). All vehicles adopt the principle of first come first stop. Party B shall obey the arrangement of the property and park in sequence. Please do not store cash and valuables in the vehicle. Party A is obliged to provide parking for Party B and is responsible for the management of parking order, but is not responsible for the safety of the vehicle and the property in the vehicle. The insurance company will pay for the damage, theft and theft of the vehicle of Party B, and Party A is not responsible.

Article 3 Other agreed matters

1. Party B’s company property and personal safety insurance shall be handled by Party B by itself;

2. There are frequent vehicles and complicated equipment in the park. Therefore, Party A strictly prohibits Party B or Party B’s employees, friends and customers from bringing their children into the park. Party A shall not be held responsible for any accident caused by bringing children into the park without permission.

Article 4 In the event of unforeseen circumstances such as gas leakage, electricity leakage, fire and water pipe rupture, saving lives, assisting the public security organs to perform tasks and other emergencies, Party A shall take emergency measures. If the above-mentioned emergencies caused by Party A cause property losses of Party B, both parties shall deal with them in accordance with relevant laws and regulations. If the above-mentioned emergencies caused by Party B cause property losses of Party A or other tenants in the park, both parties shall deal with them in accordance with relevant laws and regulations.

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EX-10.11

Exhibit 10.11

Special Seal for Personal Loan Business of Shenzhen Branch

of China Construction Bank Co., Ltd.

Contract of Cloud Express Loan

Contract No.: 2020-0763-158097 (Jiang Yili)

Party A (Borrower): See the clause “Contractor Information” herein (Party A 1, Party A 2 and Party A 3 of Party A under the Contract are joint borrowers, collectively referred to as “Party A” in the Contract, meaning all/any of Party A 1, Party A 2 and Party A 3. )

Party B (Lender): See the clause “Contractor Information”

Party A applies to Party B for loan, and Party B agrees to provide loan. In accordance with relevant laws, regulations and rules, Party A and Party B conclude the Contract through negotiation for joint compliance.

Article 1 Loan amount

The loan amount provided by Party B to Party A is specified in Article 20 hereof.

The loan amount referred to in the Contract refers to the maximum available loan principal limit determined by Party B according to the credit evaluation on Party A and the guarantee provided by Party A, and Party A can use it under certain conditions. For the revolving loan amount, Party A may continuously apply for borrowing within the valid period of the loan amount, but the sum of the loan principal expended by Party A at any time and the loan release principal not fully repaid by Party A under the Contract shall not exceed the loan amount. For non-revolving loan amount, Party A may use all the loan amount at one time or apply for for multiple times within the validity period of the loan amount. However, the sum of the loan principal amount that Party A can use and the accumulated loan principal amount that Party A has used shall not exceed the loan amount.

Article 2 Loan amount validity period

I. See Article 21 herein for the validity period of the loan amount.

II. When the following conditions occur, the loan amount shall be invalid:

(1) The borrower or the operating entity has bad credit records determined by Party B.

(2) Events that affect the borrower’s repayment ability.

(3) The mortgaged property of mortgage loan is damaged, lost, reduced in value, sealed up and other circumstances affecting the mortgage right, and no guarantee approved by the borrower can be added.

(4) events affecting the guaranty liability of the guarantor of the guaranty loan.

(5) The mortgage loan after regular re-inspection by Party B deemed as existing changes herein.

(6) The borrower fails to use the loan for the purpose agreed herein.

(7) The borrower is dead or incapacitated for civil conduct or has been declared missing or dead by a people’s court.

(8) Other situations where the agreed amount of loan is invalid.

Article 3 The use of loan amount and available loan amount

I. During the valid period of the limit and the loan limit, Party A may apply for the loan as required, and both parties shall go through the corresponding formalities with the consent of Party B. The specific loan limit shall be determined according to the available loan limit.

II. Available loan amount refers to the loan amount that Party A can apply for and use as approved by Party B. During the period of validity, the available loan amount of Party A at a certain time point shall be determined according to the loan amount and the conditions of the used loan. The amount of available loan for each time shall be subject to the agreement in the Credit Expenditure Sheet for Cloud Express Loan of China Construction Bank. For the revolving loan amount, the available loan amount = approved loan amount - the total amount of other unrepaid loans herein; for the non-revolving loan amount, the available loan amount = approved loan amount - the cumulative loan principal amount herein.

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III. The term “loan amount”, “available loan amount” or its calculation method as mentioned in the contract is designed to facilitate Party A to estimate the feasibility of applying for loan; If the agreed “loan amount” and “available loan amount” are non-commitment, they do not constitute the inevitable loan issuing obligation of Party B. Party A shall submit application for using “loan amount” or “available loan amount”. Only after Party B reviews and agrees in writing and other conditions agreed herein are met, the applied loan amount shall constitutes Party B’s issuing obligation.

Article 4 Borrowing

I. Within the term of validity of the loan amount, the loan may be used in a revolving or non-revolving manner as agreed between Party A and Party B. Revolving use refers to any amount that can be used by Party A within the available loan amount and the period of validity, and the amount can be used repeatedly within the period of validity. Non-revolving expenses refer to loans applied for by Party A that can be used one-time or divided within the period of loan. See Article 22 of the Contract for the agreement on the mode of expenses.

II. When applying for the loan amount, Party A shall submit the Loan Expenditure Sheet of Cloud Express Loan of China Construction Bank, which shall be approved and confirmed by Party A, and Party B shall issue the loan according to the agreement. The amount, purpose, term, interest rate, payment method and repayment method of the loan shall be determined according to the stipulations herein and the Loan Expenditure Sheet of Cloud Express Loan of China Construction Bank.

III. When Party B issues a loan, the loan issued shall be transferred to the account agreed by both parties in the Loan Expenditure Sheet of Cloud Express Loan of China Construction Bank. For a single loan, Party B shall take the first the issuing date as the interest date. The length of the loan term shall be calculated accordingly, but in no case shall it exceed the expiry date of the valid period of the loan amount.

Article 5 Loan payment

I. The loan hereunder shall be issued by the entrusted payment method of Party B to the transaction object of Party A for the purpose specified herein. If the loan conforms to the laws and regulations or the provisions of the national banking supervision department and Party B agrees to issue, the loan may be paid in the independent payment method of Party A to its own account, and Party A may use the amount for intended transactions for the specified purposes herein).

II. Party A shall be obliged to provide Party B with a collection account meeting the requirements according to the loan payment method applicable to the loan under the Contract, so that Party B can transfer the loan funds accordingly. If the loan is paid by the entrusted payment method of Party B, Party A agrees to authorize Party B to pay the loan fund as agreed herein.

III. If the loan hereunder is paid by Party A’s independent payment method, if Party A fails to provide the purpose proof materials before the loan is issued, Party A shall inform Party B of the payment of the loan fund from the date when the single loan is issued to the account agreed by both parties. Party B has the right to check through account analysis, voucher inspection or on-site investigation to find out whether the loan fund payment conforms to the agreed purpose, and Party A shall cooperate with it. Party B is entitled to seek for relief measures listed in Article 11 (b).

Article 6 Preconditions for issuing loans

For Party A’s application for payment, Party B shall be obliged to issue the loan only if the following preconditions are met, except that Party B gives up all or part of the application for payment:

1. Party A has completed the approval, registration, delivery and other legal formalities related to the loan hereunder in accordance with relevant laws and regulations

2. Where there is a guarantee in the Contract, the guarantee complying with Party B’s requirements shall be effective and continuously valid;

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3. Party A does not have any breach of contract and may endanger Party B’s creditor right;

4. The laws, regulations, rules or competent authorities do not prohibit or restrict Party B from issuing the loan hereunder

5. Other preconditions agreed by both parties for issuing loans.

Article 7 Loan interest rate, default interest rate and interest calculation and interest settlement

I. Loan interest rate

The interest rate of a single loan herein can be applied with fixed interest rate, floating interest rate or other interest rate methods, which shall be subject to the agreement in the Loan Expenditure Sheet of Cloud Express Loan of China Construction Bank.

II. Penalty interest rate

(I) If Party A fails to use a single loan for the purpose agreed herein and misappropriates the loan, the penalty interest rate shall subject to the Loan Expenditure Sheet of Cloud Express Loan of China Construction Bank.

(II) In the case of a single loan overdue under this contract, the overdue interest rate shall subject to the Loan Expenditure Sheet of Cloud Express Loan of China Construction Bank.

III. LPR interest rate

(I) The LPR interest rate herein is determined in accordance with Article 23.

(II) When determining the “loan interest rate of the same grade”, the loan under the revolving expenditure mode shall be determined according to the length of a single loan; the loan under the non-revolving expenditure mode shall be determined according to the length of the valid period of the loan amount under the Contract.

If new rate policies are issued by the the People’s Bank of China, the applicable standards for the loan interest rate commercial banks may be determined at the bank’s own discretion; Party B has the right to select a certain interest rate standard applicable to the single loan under the Contract within the specified range, and Party A agrees to abide by the standard and perform its obligations accordingly.

IV. Interest calculation and settlement

(I) The loan interest shall be calculated from the date when a single loan is issued to the account agreed by both parties, and the interest shall be calculated on a daily basis. At the time of interest calculation, the interest-bearing days of each month shall be calculated according to the actual days if the borrowing term is within one year (inclusive). Daily interest rate, annual interest rate and monthly interest rate: Daily interest rate = annual interest rate/360 = monthly interest rate/30, unless otherwise specified by both parties. For a single loan hereunder, Party B will calculate the principal, interest and penalty interest (if any) payable by Party A in the current period on the day before the agreed repayment date according to the agreed repayment method and the interest rate payable in the current period. Party A shall repay the principal and interest of the current period in full before the repayment time limit of each period. If there are still outstanding principal, interest or overdue interest after the payment is due, Party B will calculate the current principle, interest and interest overdue of Party A on the day before each agreed repayment date according to the same interest settlement frequency as that before the loan is due, until all the principal, interest and default interest due to Party A are repaid. However, in the case of on-time payment of principle and interest of loan, if there is any outstanding principal, interest or penalty interest after the loan expires, Party B shall calculate the principal, interest and penalty interest payable by Party A in the current period one day before the corresponding date of the agreed repayment date according to the monthly interest settlement frequency.

(II) For the agreed repayment date of single loan under this contract, the loan shall be used according to the corresponding loan amount of Cloud Express Loan of China Construction Bank.

Article 8 Repayment

I. Principles of repayment

The repayment of Party A hereunder shall first be used to repay all expenses which shall be borne by Party A and advanced by Party B hereunder and the expenses for Party B to realize creditor’s rights, and the remaining amount shall be repaid in accordance with the following principles

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(I) For loans with principal overdue for more than 90 days but not recovered, or loans whose interest is overdue for more than 90 days but not recovered, or the laws and;

(II) In the cases other than the above (I), the loan shall be repaid on the principle of first repayment of interest and then repayment of principal, and the interest shall be repaid with the principal.

II. Repayment METHOD

(I) One of the following repayment methods may be used for the loan under the Contract:

1. Equal principal repayment method.

2. Equal principal and interest repayment method.

3. One-time repayment of principal and interest. It refers to the single repayment of all loan interest and principal on the maturity date of the loan by Party A.

4. Monthly interest and principal repayment method. That is, Party A shall repay the loan interest on a monthly basis as agreed in the Contract, and shall repay the loan principal by installments as agreed in the Contract

5. Other repayment methods agreed by Party B.

III. Repayment mode

(I) Entrusted deduction method: Party A shall authorize Party B to directly deduct the repayment from the balance account opened by Party A in Party B’s system. If the entrusted deduction account is an account under the name of a third party other than Party A, the third party shall issue a letter of authorization to authorize Party B to deduct Party A’s payment from the account.

When applying entrusted deduction, Party A shall deposit the full amount of the current repayment payable into the designated entrusted deduction account at the latest before the termination of counter business on the day before the agreed repayment date of each period.

If Party A fails to deposit the full amount of the repayment amount into the designated entrusted deduction account before the termination of counter business on the day before the agreed repayment date, and thereby resulting in loan default, Party B shall have the right to collect overdue default interest and compound interest from the agreed repayment date, and shall have the right to directly deduct the repayment amount from any account opened by Party A in China Construction Bank System on the agreed repayment date and at any time thereafter, however, no obligation should to undertaken by Party B due to such deduction.

The deduction via savings passbook and debit card shall be reflected by Party A re-registering the passbook at the business counter designated by Party B or printing the statement, and no reconciliation voucher will be sent separately for each installment.

(II) Counter and self-service repayment method: Party A shall directly go to the business counter designated by Party B or the self-service channel set up by Party A to handle repayment in cash, cheque, bank card, etc. Under this repayment method, Party A shall go through the repayment procedures with Party B at the latest one day before the agreed repayment date for each installment of repayment.

If Party A fails to repay the amount due one day before the agreed repayment date, Party B shall have the right to collect overdue penalty interest and compound interest from the agreed repayment date.

If Party A pays the current repayment amount in full at the business counter designated by Party B or in the self-service channel set up by Party A before one day before the agreed repayment date, Party B will carry forward the interest paid by Party A due to early repayment of the current amount to the next installment without paying the deposit interest according to the principle of “daily interest calculation.”

The repayment method of the loan under the Contract shall be subject to the stipulations of the Loan Expenditure Sheet of Cloud Rapid Loan of China Construction Bank.

(IV) Early Repayment of Principal

Party A may apply for early repayment of the principal, and Party A shall submit the application to Party B in advance to repay the principal in advance after Party B agrees. Where Party A repays the principal in advance, Party A shall go through the procedures of repaying the principal at the business counter designated by Party B.

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When Party A repays the principal in advance, it shall first pay off the principal and interest in arrears (if any). If Party A partially repays the principal in advance, it must first settle the principal and interest payable for the current installment.

If Party A applies for partial or full prepayment of the loan principal, Party B shall calculate and charge interest according to the loan interest rate applied in this Contract at the time of prepayment, the amount of prepayment and the actual days of loan for the current installment, and the previously calculated and charged loan interest will not be adjusted.

When Party A applies for early repayment of the principal, Party A may at the same time apply for shortening the loan period in accordance with the first paragraph of Article 9 of the Contract.

Article 9 Change of loan term and loan repayment method

(I) For the single loan under this contract, the loan period shall be more than one year, but the application shall be submitted in advance. Upon the consent of Party B, both parties shall sign the Agreement of Loan Period Change and go through relevant formalities.

When the loan period reaches the new interest rate period level after the change, the loan interest and penalty interest rate shall be determined according to the new LPR interest rate and the rules agreed in the contract from the date of change (unless otherwise agreed by Party A and B). The accrued interest will not be adjusted.

(II) For single loan under this contract, Party A may apply for change of repayment method within the loan period, but shall submit application to Party B in advance, and both parties shall sign relevant agreement on change of repayment method and go through relevant formalities upon Party B’s agreement.

Where Party A applies to change the loan period or repayment method, Party B may therefore require Party A to pay the loan contract change fee, specific fee standard, preferential measures and their effective date and termination date, exception clauses and restrictive clauses related to the fee, consulting network, website and other channels to Party A by announcement. The announcement content provided by Party B constitutes an integral part of the agreement and shall be effective. Party A shall sign the agreement after fully knowing and understanding the relevant announcement content.

Article 10 Main rights and obligations of both parties

I. Main rights and obligations of Party A:

(I) Party A has the right to require Party B to issue loan according to the contract.

(II) Party A has the right to require Party B to keep the family assets, financial data, personal data on production and operation and business secrets provided by Party A confidential, unless otherwise stipulated by laws and regulations and financial regulatory authorities or agreed by both parties.

(III) Party A has the right to refuse Party B and its staff to ask for bribes, and have the right to report the above-mentioned acts or Party B’s violations of national laws and regulations on credit interest rates and service charges to relevant departments.

(IV) Party A shall provide information about identity, repayment ability, personal credit and enterprise credit as required by Party B. Party A shall guarantee the authenticity, accuracy, legality, integrity and effectiveness of the relevant materials, documents and information provided to Party B.

(V) Party A shall return the principal and interest of the loan in full and on time as agreed in the contract and pay all kinds of expenses agreed in the Contract.

(VI) Party A shall utilize the loan for the agreed purpose. Without the written consent of Party B, Party A shall not misappropriate the loan for other purposes.

(VII) Party A shall notify Party B in writing and obtain the written consent of Party B to provide guarantee for the debts of others.

(VIII) Party A shall provide relevant financial and accounting data, production and operation status and loan materials as required by Party B, including but not limited to providing Party B with Party A’s balance sheet at the end of the previous quarter and the profit and loss statement as of the end of the previous quarter ( income and expenditure statement for public institution) within 10 working days of the first month of each quarter, and timely provide Party A’s current annual cash flow statement at the end of the year, and ensure that the data provided are legal, true, complete, accurate and effective, without providing false materials or concealing important business financial facts;

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(IX) Where Party A suffers from any major adverse event or other situation endangering Party B’s creditor’s rights, or Party A suffers from any change in the name, legal representative (person in charge), domicile, business scope, registered capital or articles of association of the company (enterprise) and other industrial and commercial registered items, Party A shall notify Party B in writing within 3 working days after the occurrence and attach relevant materials after the change;

(X) Party A shall accept that Party B and the jointly authorized agent inspect the use of the loan in a reasonable manner.

(XI) Where the entrusted deduction is adopted for repayment, Party A shall ensure the effective deduction of Party B according to the following requirements:

1. Provide truthful and legal information about the entrusted deduction account;

2. Deposit the full amount of each installment into the authorized deduction account as agreed;

3. If Party A changes the entrusted deduction account, Party A shall go through the change formalities at the counter designated by Party B 15 working days before the agreed repayment;

4. If Party B is unable to deduct the principal and interest in full due to the freezing, deduction, change and insufficient balance of the entrusted deduction account, Party A shall provide Party B with a new legal and effective repayment account in time, or make up the account balance in time and apply for deduction from Party B, or make repayment at the business counter designated by Party B in time.

(XII) Party A shall notify Party B in writing within 10 working days of becoming aware of the occurrence or possible occurrence of the following matters;

1. The mortgaged property is listed in the demolition scope, such as forced requisition, forced scrapping, which may cause the mortgaged property loss;

2. Any dispute between the mortgagor, the pledgor and the third party over the mortgaged property or the pledged property (pledge right);

3. Litigation, arbitration or administrative measures that have or may have a significant adverse effect on Party A’s performance of the repayment obligations;

4. Party A’s personal and family economic situation changes before the loan is fully repaid, which may adversely affect its debt repayment ability;

5. The merger, division, equity change, capital increase or decrease, joint venture or joint venture of the enterprise of Party A as controlling shareholder or actual controller;

6. Other events that have or may have significant adverse effects on Party A’s performance of the repayment obligations.

(XIII) Party A shall not use the loan for the following purposes:

1. To produce and engage in products and industries expressly prohibited by the State;

2. Engage in equity investment, using loans as registered capital, registered capital verification or capital increase and share expansion;

3. Purchase of shares, funds, financial products, financial derivatives, lotteries, precious metal transactions, etc.;

4. Engaging in illegal borrowing and fund-raising;

5. Other purposes banned by relevant state laws, regulations and rules.

(XIV) If there are more than two (including two) Borrowers in the Contract, each Borrower shall bear joint and several liability for all contractual obligations under the Contract, that is, Party B has the right to require any borrower to perform all contractual obligations.

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II. Main rights and obligations of Party B

(I) The loan shall be issued in full amount in time as agreed in the contract, except for delay caused by Party A.

(II) The relevant personal data provided by Party A shall be kept confidential unless otherwise stipulated by laws, regulations and regulatory agencies or agreed by both parties. Party A agrees and authorizes Party B to provide Party A’s personal information obtained by Party B to a third party other than Party A and Party B in the following circumstances:

1. Party B shall be obliged to assist the competent authorities specified by laws and regulations and financial regulatory authorities in inquiry, asset freezing, deduction, investigation and evidence collection and other activities;

2. For the purpose of handling relevant matters hereunder or exercising rights hereunder, Party B shall provide them to third parties for handling matters hereunder;

3.Other necessary and reasonable circumstances where both parties have no objection.

Party B shall provide Party A’s personal information to the third party in accordance with the Contract, including Party A’s identity information, account information, mailing address, contact information and other personal information.

Party B shall provide Party A’s personal information to the third party according to this contract, including Party A’s identity information, account information, mailing address, contact information and other personal information.

Party B promises to require relevant third parties to bear corresponding confidentiality obligations for Party A’s personal information.

(III) Party B has the right to know and verify the identity of Party A and its family members, repayment ability, personal credit and family financial status; Have the right to require Party A to provide information related to the loan application and the use of the loan limit.

(IV) Party B has the right to investigate the legality, authenticity, effectiveness and accuracy of the materials and documents provided by Party A and the use of the loan.

(V) Where Party A’s credit status changes and may or has adversely affected its solvency, Party B has the right to reduce, suspend or even cancel Party A’s loan limit.

(VI) Party B has the right to require Party A to repay the principal, interest and expenses of the loan on schedule, execute other rights agreed in this contract and require Party A to perform other obligations under this contract.

(VII) Where Party A fails to repay any amount payable under the Contract in full on schedule, Party B has the right to transfer the corresponding amount in RMB or other currencies from any account opened by Party A in China Construction Bank system without prior notice to Party A. if the deducted amount is in foreign currency, Party B has the right to convert it into RMB to pay off the amount payable by Party A according to the bank purchase price of the foreign exchange rate published by China Construction Bank at the time of deduction. If Party A still has other due debts to Party B other than the debts under this contract, Party B has the right to decide to use the above deduction to pay off any other due debts first.

Article 11 The Liability for Breach of Contract and the Clause of Relief Measures in Case of Threatening Party B’s Creditor’s Rights

I. Party A’s breach of contract and circumstances that may endanger Party B’s creditor’s rights

(I) Party A’s breach of contract:

1. Party A fails to repay the loan principal and interest or other payables in full and on time as agreed in the Contract;

2. Party A fails to use the loan for the purpose specified in the Contract;

3. Providing false, invalid or incomplete information, documents or materials to Party B;

4. Party A refuses or hinders Party B from inspecting its income or credit;

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5. Party A fails to submit the loan purpose certificate to Party B within the time limit specified in the Contract;

6. In case Party A pays independently, Party A fails to pay the funds within 30 days after the loan is released to Party A’s account;

7. Where Party A dies or the defendant dies and the lawful heir of his property does not continue to fulfill the Contract;

8. Party A is declared missing, and its property trustee does not continue to fulfill the Contract;

9. Party A loses the capacity for civil conduct and his guardian does not continue to perform the Contract;

10. Party A expressly or by its actions indicates that it will not perform its obligations hereunder;

11. Party A violates other obligations agreed herein.

(II) Circumstances that may damage Party B’s creditor’s rights:

1. P Party A or its legal successor is subject to administrative or criminal punishment, involved or about to be involved in major litigation or arbitration procedures and other legal disputes, and Party B believes that it may or has had an adverse impact on its solvency;

2. Party A transfers property at a low price, transfers or hides property free of charge, reduces or relieves the debts of a third party, delays in exercising creditor’s rights or other rights, and other behavior Party B believes that it may endanger the safety of creditor’s rights under this contract;；

3. Party A fails to perform other due debts owed to China Construction Bank, or Party B finds that Party A has other arrears of debts;

4. Other major changes in Party A’s personal and credit status or loan repayment ability (including but not limited to nationality change, residence change, marriage change, deterioration of family financial status, income reduction, unemployment, major diseases, arrears of other debts, etc.), which Party B believes may or has had an adverse impact on its solvency, and Party A fails to supplement the guarantee recognized by Party B；

5. Party A conducts other acts that are enough to adversely affect its debt repayment ability;

6. During the guarantee period, if the guarantor has one of the following circumstances, and Party A fails to provide a new guarantee that meets the requirements of Party B, Party B believes that it may endanger the safety of creditor’s rights under this Contract:

(1) Breach of any agreement in the guarantee contract or any false, error or omission in the matters stated and guaranteed;

(2) The legal person or other organization as the guarantor has contracting, trusteeship (takeover), leasing, joint-stock transformation, reduction of registered capital investment, joint venture, merger, merger, acquisition and reorganization, division, joint venture, (application) suspension of business for rectification, application for dissolution, (application for bankruptcy), change of controlling shareholder / actual controller or transfer of major assets, transfer of property at a low price or free of charge, reduction and exemption of third-party debts, delay in exercising creditor’s rights or other rights Suspension of production, suspension of business, imposition of high fines by the competent authority, cancellation of registration, revocation of business license, inability of the legal representative or the main person in charge to perform their duties normally, involving major legal disputes, severe difficulties in production and operation or deterioration of financial situation, which may affect the guarantor’s ability to guarantee housing;

(3) The guarantor refuses Party B to supervise its capital and property;

(4) The Guarantor provides a guarantee to a third party that exceeds the shared affordability;

(5) Other circumstances under which the guarantor loses or may lose the guarantee ability.;

7. During the period of mortgage or pledge, in case of any of the following circumstances, Party A fails to provide a new guarantee that meets the requirements of Party B, and Party B believes that it may endanger the safety of creditor’s rights under this Contract:

(1) Damage, loss and reduction of value of mortgaged property or pledged property (pledge rights) due to state expropriation, confiscation, requisition, free recovery, demolition, changes in market conditions or any other reasons by a third party;

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(2) The mortgaged property or pledged property (pledge right) is sealed up, seized, frozen, deducted, retained, auctioned, supervised by administrative authorities, or the ownership is disputed;

(3) The mortgagor or pledgor violates the mortgage contract or any agreement or statement and guarantee in the pledge contract, and there is any falsehood, error or omission;

(4) Other circumstances that may imperil the realization of Party B’s mortgage or pledge.

8. The guarantee is not tenable, ineffective, invalid, revoked or cancelled, the guarantor breaches the contract or clearly indicates by its behavior that it will not perform its guarantee responsibility, or the guarantor loses part or all of its guarantee ability, the value of the collateral decreases and other circumstances that Party B believes may endanger the safety of the creditor’s rights under the contract, Party A fails to provide a new guarantee as required by Party B, and Party B believes that it may imperil the safety of the creditor’s rights under the contract;

9. Other circumstances that Party B believes may imperil the safety of creditor’s rights under this contract.

II. Relief Measures of Party B

In case of any of the above breaches or situations that may endanger Party B’s creditor’s rights, Party B has the right to exercise one or more of the following rights:

1. Stop issuing the loan under the contract and the individual loan payment order;

2. Lower and suspend the loan until Party A cancels the loan limit;

3. If all or a single loan is due immediately, Party A is required to cancel the loan principal, interest and related expenses immediately.

4. If Party A fails to use the loan according to the purpose agreed in the contract, the penalty interest and compound interest shall be calculated and charged according to the penalty interest rate calculated according to the rules agreed in the contract and the interest settlement method agreed in the contract from the date of failing to use the loan according to the purpose agreed in the contract to the date of full repayment of principal and interest.

Where Party A fails to submit to Party B, within the time limit specified in the Contract, proof materials for the purpose of borrowing in accordance with Party B’s requirements, Party B shall have the right to collect liquidated damages from Party A in addition to other remedies agreed in this Article. It shall be executed in accordance with Article 24 hereof.

For the declaration of the principal and interest of any loan period that Party A fails to pay off on time, the penalty interest and compound interest shall be collected according to the total penalty interest rate calculated according to the stipulations herein and the interest settlement method agreed herein from the overdue date to the date when the principal and interest are fully paid off in arrears.

If the loan is used beyond the time limit and for the purposes agreed herein, the heavier one shall be charged with penalty interest and compound interest and shall not be punished concurrently；

5. Transfer any currency from the account opened by Party A in China Construction Bank system to offset the amount payable by Party A；

6. Require Party A to correct the breach of contract within a time limit and compensate Party B for the corresponding losses；

7. Party A is required to provide a new guarantee in accordance with Party B’s requirements under the Contract；

8. Fulfill guarantee rights

9. If Party A fails to make full repayment on time, Party B has the right to repay all the loans with floating interest rate under the Contract；

10. Collect or recover by entrusting the three parties or through any public media announcement, etc.;

11. To collect or recover the principal and interest of the loan in accordance with the law and the cutting expenses incurred thereby；

12. Terminate the Contract

13. Have Right to take other relief measures.

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III. Breach of Contract by Party B and Liability for Breach of Contract

(I) Where Party B fails to issue the loan as agreed in this contract without justified reasons, Party A may require Party B to continue to issue the loan as agreed in this contract;

(II) Where Party B violates the prohibitive provisions of national laws and regulations and collects interest and fees that should not be collected from Party A, Party A has the right to require Party B to return them.

Article 12 The same changes, releases and transfers of rights and obligations

After the Contract comes into force, Party A and Party B shall not unilaterally alter or terminate the Contract.

If Party A transfers the rights and obligations hereunder to a third party, Party A shall obtain the prior written consent of Party B.

Article 13 Miscellaneous agreement

I. Bearing of expenses

Refer to Article 26 of the Contract for details of the expenses related to the loan hereunder and the expenses incurred to realize the creditor’s rights.

II. Use of Party A’s Information

If Party A is a natural person, Party A agrees Party B to query, print and save Party A’s credit status and other personal information through the basic database of financial credit information and other credit investigation institutions established according to law, and the information obtained from the query is used for examining loan application, guarantor qualification examination and post loan management. Party A also agrees that Party B shall provide Party A’s personal information and credit information (including bad information) to the basic database of financial credit information and other credit investigation institutions established according to the law.

If Party A is a legal person or other organization, Party A agrees Party B to inquire Party A’s credit status from the credit database or relevant units and departments approved by the people’s Bank of China and the competent credit investigation department, and agrees Party B to provide Party A’s information to the credit database approved by the people’s Bank of China and the competent credit investigation department. Party A also agrees that Party B can reasonably use and disclose Party A’s information for business needs.

III. Announcement and Collection

Party B shall have the right to notify the relevant departments or units, and have the right to announce and collect through the news media, if Party A is engaged in illegal acts, defaults on the loan principal and interest, or other cases of breach of contract or which may endanger the creditor’s rights of Party B.

IV. Validity of evidences recorded by Party B

Unless there is reliable and definite evidence to the contrary, Party B’s internal accounting records concerning principal, interest, expenses and repayment records, etc., the documents and vouchers made or retained by Party B and the records and vouchers for Party A to collect loans during the operation of drawing, repayment and payment of interest, etc., shall all constitute valid confirmation evidence of the creditor’s rights relationship between Party A and Party B.

V. Reservations of rights

The rights of Party B under this Contract shall not affect or exclude any rights enjoyed by Party B under laws, regulations and other contracts. Any indulgence, grace, preference or delay in exercising any right under the Contract for breach of contract or delay shall not be deemed as a waiver of the right or interest under the Contract or a license or approval for any breach of the Contract, nor shall it limit, prevent or hinder the continued exercise of the right or the exercise of any other right, nor cause Party B to assume obligations and liabilities to Party A.

VI. See Article 26 of the Contract for other agreements between the parties.

Article 14 Applicable Law of Contract and Dispute Resolution

See Article 28 herein.

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Article 15 Effectiveness of the Contract

This contract shall come into force after being signed by Party A or its authorized agent, signed by the person in charge or authorized agent of Party B (or stamped with personal seal) and stamped with official seal (or special seal for contract).

Article 16 Notice

The notice issued by either party hereto to the other party shall be delivered via the mailing address, telephone number or other contact information specified herein.

Article 17 Annex of the Contract

Documents or materials used in the business process under this contract, such as personal limit loan disbursement slip, loan payment voucher, application for early repayment of this contract and so on, shall be regarded as annexes to this contract and an effective part of this contract.

Article 18 Party A’s representations and warranties

I. Party A is clearly aware of Party B’s business scope and authority.

II. Party A has the right to sign the Contract.

III. Party A has read all the terms of this contract and has paid special attention to the contents in black. Party B has clearly explained the relevant terms at the request of Party A. Party A has fully understood the meaning of all terms and the corresponding legal consequences. Party A agrees to abide by all terms and voluntarily bear the relevant risks that may arise.

IV. Party A shall sign and fulfill its obligations under the Contract in accordance with laws, administrative regulations, rules, articles of association or internal organizational documents of Party A, and has obtained the internal authority of the Company and/or the competent authority of the state.

V. Party A 1’s production and operation are legal and compliant;

VI. Party A 1 has the ability to carry out sustainable operation and has a legal source of repayment;

VII. Party A promises that all the loans under the Contract are based on the actual needs of the specific purpose of the loan and do not exceed the actual needs.

VIII. Party A 1 and its controlling shareholders have good credit status and no major bad records.

IX. Party B has the right to entrust other branches of China Construction Bank to issue loans under the Contract and exercise and perform the rights and obligations of Party B under the Contract, and Party A has no objection thereto.

X. Party A declares that at the time of signing this contract, it and its important affiliates did not violate any laws, regulations and rules on environmental and social risk management, and promises to strengthen the environmental and social risk management of itself and its important affiliates, strictly abide by the laws, regulations and rules on environmental and social risk management, and eliminate the construction, production Hazards and related risks to the environment and society in business activities (including but not limited to environmental and social problems related to energy consumption, pollution, land, health, safety, resettlement, ecological protection, energy conservation and emission reduction, climate change, etc.). Party A acknowledges that Party B has the right to supervise Party A’s environmental and social risk management, and has the right to require Party A to submit an environmental and social risk report. If the above statement of Party A is false or the above commitment is not fulfilled, or Party A may cause environmental and social risks, Party B has the right to stop granting credit to Party A (including but not limited to refusing to grant loans, providing financing, issuing letters of guarantee or letters of credit or bank acceptance bills, etc.), or declare that the principal and interest of creditor’s rights (including but not limited to loans, financing, advances that have occurred or may occur, etc.) expire in advance, Or take other relief measures agreed in this Contract or permitted by the law.

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Special signing clause

Article 19 Contractor Information

1. Party A (Borrower) :

Party A 1: Shenzhen Yitianxin Electronic Co., Ltd.

Residence: 7a, Floor 7, R&D Building, Avionics Engineering, No. 7, Lanshan Road, North District, Science Park, Nanshan District, Shenzhen

Legal Representative (Person in charge) Jiang Yili

Mailing address and postcode: Sunshine Palm Garden, Qianhai Road, Nanshan District, Shenzhen City, Guangdong Province 5-1-10B/518000

Telephone and fax: 13902441129

Party A: Jiang Yili

ID Card Name and Number: [redacted]

Residence: 5-1-10B, Sunny Palm Park, Qianhai Road, Nanshan District, Shenzhen City, Guangdong Province

Mailing address and postcode: Sunshine Palm Garden, Qianhai Road, Nanshan District, Shenzhen City, Guangdong Province 5-1-10B/518000

Telephone and fax: 13902141129

Additional Information This column is blank

Party A 3: This column is blank

ID card name and number: This column is blank

Address: This column is blank

Mailing address and postal code: This column is blank

Contact telephone and fax: This column is blank

Additional Information: This field is blank

2. Information of Party B (Lender):

Loan to Shenzhen Branch

Residence: Building A, Rongchao Business Center, No. 6003 Yitian Road, Futian District, Shenzhen

Address and Postal Code: No. 02/518033, 1st Floor, Feida Building, Zhenhua Road, Shenzhen, Guangdong Province

Tel: 86-0755- 23823796

Other information: this column is blank

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Article 20 Agreement on Article 1

Party B shall provide Party A with circulation of RMB four million two hundred and ninety thousand Yuan only. The loan limit is an uncommitted limit. Party A’s application for using the loan shall be reviewed and approved by Party B, and Party B has the right to re-determine the loan limit.

Article 21 Agreement on Article 2

If the effective period of the loan amount is August 9, 2020, August 9, 2023, and the date of the first actual loan under the Contract is after the effective period of the loan amount specified in this Article, the effective period of the loan amount specified in this Article shall be postponed accordingly. When the loan limit expires, the unused loan limit will automatically become invalid.

Article 22 Agreement on Article 4

Upon the agreement of both Party A and B, the loan shall be expended in the following ways under the Contract:

I. Circulating expenditure

II. Non circulating sub expenditure

III. Non circulating one-time expenditure

Article 23 Agreement on Article 7

The LPR interest rate under the contract shall be determined according to Item 2 below:

I: when the loan is granted for the first time under this contract, the LPR interest rate refers to the one-year loan market quotation interest rate (1ylpr) of the national interbank lending center on the working day before the effective date of this contract; Thereafter, when the loan interest rate is adjusted according to the above agreement, the LPR interest rate refers to the one-year loan market quotation rate of the national interbank lending center on the working day before the adjustment date.

II: when the loan is granted for the first time under this contract, the LPR interest rate refers to the one-year loan market quotation interest rate (1ylpr) of the national interbank lending center on the working day before the value date; Thereafter, when the loan interest rate is adjusted according to the above agreement, the LPR interest rate refers to the one-year loan market quotation rate of the national interbank lending center on the working day before the adjustment date.

III: when the loan is granted for the first time under this contract, the LPR interest rate refers to the market quotation interest rate (5ylpr) for loans with a term of more than 5 years of the national interbank lending center on the working day 8 before the effectiveness of this contract; Thereafter, when the loan interest rate is adjusted according to the above agreement, the LPR interest rate refers to the market quotation interest rate for loans with a term of more than 5 years of the national interbank lending center on the working day before the adjustment date.

IV: when the loan is granted for the first time under this contract, the LPR interest rate refers to the market quotation interest rate (5ylpr) for loans with a term of more than 5 years of the national interbank lending center on the working day before the value date; Thereafter, when the loan interest rate is adjusted according to the above agreement, the LPR interest rate refers to the market quotation interest rate for loans with a term of more than 5 years of the national interbank lending center on the working day before the adjustment date.

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Article 24 Agreement on Article 11

Agreement on Party A’s failure to submit proof materials of loan purpose to Party B within the time limit agreed in the contract. For a single loan without proof of purpose, liquidated damages shall be paid. The calculation method of liquidated damages is: this column is blank.

Article 25 Loan guarantee method

The guarantee method under this contract is the second of the following:

I. Guarantee.

II. Maximum mortgage.

III. Maximum pledge of rights.

IV: Credit.

Article 26 Other agreements between the parties

I The agreement between Party A and Party B on cost bearing is as follows:

1. All expenses incurred by Party B to realize the creditor’s rights (including but not limited to legal fees, arbitration fees, property preservation fees, travel expenses, execution fees, evaluation fees, auction fees, notarization fees, service fees, announcement fees, lawyer fees, etc.) shall be borne by Party A. If Party B has made the advance payment, the advance payment constitutes Party A’s debt to Party B.

2. Other expenses related to borrowing: this column is blank.

II. The price and extra price expenses under this contract are tax inclusive prices including value-added tax, unless otherwise agreed by the parties. II. The price and extra-price expenses under the Contract are included in VAT, unless otherwise agreed by both parties.

I. Invoice

3. 1 Party B shall issue invoices in accordance with the provisions of (1) below;

(1) If Party A raises the invoicing demand, Party B shall issue the VAT invoice of the current payment amount after receiving the payment from Party A.

(2) Other agreements: This column is blank.

3. 2 Invoicing information provided by Party A

Company name: Shenzhen Yitianxin Electronics Co., Ltd.

Taxpayer Identification Number: This column is blank

Bank account: This column is blank

Deposit Bank: This column is blank

Address: This column is blank

Tel: This column is blank

3. 3 If it is necessary to void the invoice or issue a red ink invoice, Party A shall provide assistance in time according to the requirements of Party B. If the invoice cannot be cancelled or red ink invoice cannot be issued due to Party A, Party A shall compensate Party B for all losses, including but not limited to taxes, surcharges, fines and late fees.

14

IV. If Party A is an overseas institution of the People’s Republic of China, and the price and extra-price expenses under the Contract are subject to tax preferential treatment in accordance with laws, regulations, rules or relevant regulations of relevant departments, and tax filing is required, Party A shall timely provide sufficient and accurate VAT preferential treatment filing materials to Party B according to Party B’s requirements, so as to assist Party B in completing tax filing and other work.

V. Other clauses agreed by Party A and Party B are:

1. If the Borrower hereunder includes both natural persons and legal persons or other organizations, each Borrower shall undertake all contractual obligations hereunder jointly ans severally, and Party B shall have the right to provide credit information (including bad information, the same below) of all Borrower or part of Borrower to basic database of financial credit information and other credit reporting agencies established according to law at its own discretion. If Party B chooses to provide only personal credit information or enterprise credit information to credit reporting agencies, Party A shall have no objection.

2. Party A confirms and agrees that:

When the debt under this contract is overdue (including partial overdue and overdue after the loan is declared to be due in advance) for 30 days or more, Party B has the right to transfer the creditor’s rights and security rights under this contract to third parties (including but not limited to asset management companies), and has the right to notify the debtor and guarantor of the transfer of creditor’s rights by notarization, letter delivery or newspaper publicity at or above the provincial level.

In case of the transfer of creditor’s rights and security rights mentioned above (hereinafter referred to as “asset transfer”), the interest rate of any single loan under this Contract will be changed to a fixed interest rate of 12.66%/year from the actual date of asset transfer. Thereafter, the penalty interest rate of the loan that the borrower fails to use according to the agreed purpose and the penalty interest rate of the loan overdue shall be determined according to the loan interest rate level mentioned in the preceding paragraph and the floating ratio agreed in the corresponding expenditure bill.

3. This column is in blank

VI. Party A and Party B make the following agreement on the service address and legal consequences of various notices, agreements and documents related to the Contract

1. Delivery address

(1) Party A confirms that the valid delivery address is:

Party A 1: see Article 19 mailing address.

Party A 2: see Article 19 mailing address.

Party A 3: see Article 19 mailing address.

(2) Party B confirms that the valid address for delivery is the address of correspondence with Article 19.

2. Applicable scope of delivery address

15

The above service address is applicable to the service of various notices, agreements, agreements and other documents related to the Contract, as well as the service of relevant documents and legal documents in case of disputes under the Contract, including the service of relevant documents in the first instance, second instance, retrial and execution procedures after disputes enter into arbitration and civil litigation procedures, and the service of relevant documents in other procedures.

3. Change of address delivered

(1) If Party A needs to change the service address, Party A shall notify Party B in writing five working days in advance, and the written notice shall be delivered to Party B at the service address;

(2) If Party B needs to change the delivery address, Party B shall notify Party A by means such as in writing, mail, short message or announcement.

(3) Where a party changes its address in arbitration or civil action, the party shall also notify the arbitration institution and court in writing.

(4) After one party fulfills the obligation of notice of change according to the above agreement, its changed address for service shall be the valid address for service, otherwise its previously confirmed address for service shall still be the valid address for service.

4. Legal consequences

(1) Because the service address provided or confirmed by either party is inaccurate, the service address is changed and fails to timely perform the notice obligation in the manner described above, the party or

(2) The address for service may be served directly by post by the arbitration institution or court, even if the parties fail to receive the service by post by the arbitration institution or court

VII. This column is in blank.

Article 27 Agreement on Article 14

The Contract shall be governed by the laws of the People’s Republic of China (for the purpose of signing and performing this Contract, the laws of the Hong Kong Special Administrative Region and the Macao Special Administrative Region shall not be included.)

Any dispute arising out of or in connection with the Contract may be settled through negotiation. If the dispute cannot be settled through negotiation, there are two ways:

1. Bring a lawsuit to the People’s Court where Party B resides.

2. Submit to the Shenzhen Arbitration Commission (place of arbitration: Shenzhen) for arbitration in accordance with the prevailing arbitration rules in force. The arbitral award is final and binding on both parties.

During the period of litigation or arbitration, the terms and conditions of the non-disputed part of the Contract shall still be performed.

Article 28 Contract number agreement

The Contract is made in triplicate, each has the same legal effect.

Article 29 Operating bank and seal of Party B

Party A confirms that after this contract comes into effect, Party B may entrust Shenzhen Branch of China Construction Bank Corporation and/or one or more of its branches as the handling bank of this contract; and the handling bank shall have the right to execute relevant legal documents in its own name and enjoy the rights under the Contract, including but not limited to the actual performance, debt collection, litigation/arbitration, enforcement, etc. of the Contract (in partial or in full). Where Party B’s obligations under the Contract are performed, Party B shall be deemed to have performed the Contract, and Party A’s obligations and duties shall not be exempted. Party B or the operating bank has the right to affix the official seal, business seal or contract seal on the relevant business material or certificates.

(Signature page below, no text)

16

(This page is the signature page, without text)

Party A 1 (official seal)

Shenzhen Yitianxin Electronics Co., Ltd.(Chapter)

Party A 2 or its authorized agent (signature): /s/Yili Jiang

August 21, 2020

Party A 3 or its authorized agent (signature):

Party B (official seal or special seal for contract): /s/ Xiong Yin

Responsible person or authorized agent (signature or personal name)

August 21, 2020

China Merchants Bank Co., Ltd., Shenzhen Branch (sealed)

Shenzhen SME Financing Guarantee Co., Ltd. (sealed)

Statement of the Borrower’s spouse

As the Borrower’s spouse, I am fully aware of the Cloud Express Loan Contract signed by the Borrower and Shenzhen Branch of China Construction Bank Stock Price Co., Ltd. I acknowledge that: We, as husband and wife, having agreed to our own respective property separately after marriage, and the debts borne by the borrower under this contract shall be deemed as the joint debts of us, and I am willing to bear joint and several liabilities with the borrower for the debts.

Signature:/s/ Yi Nong

ID No.: 452624198107083324

Attention

In order to safeguard your interests, please read the following precautions carefully before signing this contract:

1. You have read all the terms of this contract and comprehend the meaning;

2. You have acknowledged that the relevant documents and information submitted are true, legal and valid;

3. You have acknowledged that you have the right to sign this contract and are aware of the rights and obligations hereunder;

4. You have acknowledged that any fraud or breach of contract is subject to corresponding legal liability;

5. You will sign and follow the contract on the principle of honesty and credibility;

6. Please use a pen, brush or signature pen to fill in the contents necessary;

If you still have any questions about this contract, you may consult all branches of China Construction Bank Co., Ltd.

17

EX-10.12

Exhibit 10.12

Contract No.: /

No.: 0400000272-2021 (NQ) ZI No. 00111

Net Loan Revolving Loan Contract

(Applicable to Enterprise Net Loan (Including e Credit Express Loan))

(Printed Version) (2021 Version)

Special tips: This contract is concluded on the basis of equality and voluntariness by lending and borrowing parties in accordance with the negotiation, all articles in this contract are faithful representations of both parties. In order to safeguard the legitimate rights and interests of the Borrower, the Lender hereby requires the Borrower to pay full attention to the terms of the rights and obligations of the parties hereto, especially the bold part.

Contract No.:
2210423040000272881833,
No.1 of 3 Page 1 of 17 The contents of the contract can be verified through the “Scan QR Code” function of client software ICBC’s mobile banking and financial e-link  

Lender: Industrial and Commercial Bank of China Co., Ltd. Shenzhen High-tech Park South District Sub-branch

Domicile (address): Second floor, comprehensive service building, high tech Zone, Keyuan South Road, Nanshan District, Shenzhen

Borrower: Shenzhen Tbit Technology Co., Ltd.

Legal representative: Ge Wentao

Address for service: Unit 1501-1508, Building B, SDG Information Building, No. 2 Kefeng Road, Science and Technology Park, Minghai Street, Nanshan District, Shenzhen

Postal code: 518000     Fax:     /     E-mail: /

Tel.: 13922870013     Contact: Ge Wentao_     Tel.: 13922870013

[The borrower must write the above information accurately and completely to ensure the timely delivery of subsequent relevant notices and legal documents]

This Contract is concluded and signed by and between the Borrower and the Lender through equal negotiation in terms of the Lender issuing loans to the Borrower.

Part I Basic Agreement

Article 1 Purpose of the Loan

The loan is used for daily operation under the contract. Without the written permission of the lender, the borrower cannot use the borrowing for other purposes, and the lender has the right to supervise the use of the borrowing.

Article 2 Revolving loan limit and service life

2.1 The revolving loan amount under this Contract is RMB 9,000,000.00 (in words: RMB nine million) (In case of case inconsistency, capital shall prevail). The revolving loan amount is determined according to many factors such as the amount applied by the borrower and the value of collateral, which may be lower than the amount applied by the borrower.

2.2 The service life of the revolving loan under the contract is from the effective date of the contract to April 26, 2027. Within the term, the borrower may reuse the above loan limit, but the withdrawal amount at each time shall not be less than RMB 100,000; and within the term, the loan balance at each time point shall not be larger than the revolving loan limit. After negotiation and agreement between the borrower and the lender, the service life of the revolving loan limit can be extended, and both parties shall separately sign the Agreement on the Change of Elements of the Online Loan Revolving Loan Contract.

2.3 The loan term of the borrower’s each withdrawal is from the actual withdrawal day to the agreed repayment day, which is subject to the receipt of the loan; but the loan term of each withdrawal shall not be less than 7 days at the least and more than 1 year at the longest at each time.

2.4 The withdrawal within the service life of the revolving loan line under this contract is the withdrawal of (2) (1 / 2) below

(1) Committed withdrawal, namely, under the precondition of complying with the contract, the borrower may withdraw and repay at any time within the revolving loan limit service life and limit. (Excluding conditions caused by national policy adjustment and other factors)

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(2) Conditional withdrawal, namely, under the precondition of complying with the contract, the borrower may apply for withdrawal within the revolving loan limit service life and limit, but the lender shall decide whether to release the loan and the release time based on the credit capital permission conditions.

Article 3 Interest rate and interest

3.1 [Confirmation method of loan interest rate]

The loan interest rate is determined as follows:

The interest rate of each loan is determined by the pricing benchmark plus floating points, in which the pricing benchmark is the one-year loan market quoted rate (LPR) published by the National Interbank Funding Center one working day before the withdrawal date (withdrawal date/contract approval date), and the floating points are plus (plus/minus) 0 basis points (one basis point is 0.01%, the same below). In case the national interbank lending center doesn’t issue the loan benchmark interest rate of the corresponding period on the working day before the interest rate conformation date, the borrowing benchmark interest rate issued by national interbank lending center on the last working date shall prevail. The rest can be done in the same manner. The aforesaid interest rate is hereinafter referred to as the agreed execution interest rate.

This contract is not applicable to (applicable / not applicable) preferential interest rate arrangement. Preferential interest rate arrangement means that both parties agree that the interest generated by each loan withdrawn within this period shall be calculated at the preferential interest rate from/_year/_month/_day to/_year/_month/_day. Preferential interest rate is determined by pricing benchmark plus floating points, in which the pricing benchmark is the agreed implementation rate and the floating points are minus/_basis points. The Lender has the right to unilaterally adjust or cancel the arrangement of preferential interest rate according to Article 1.6 of Part II of the Contract.

The approval date of the contract refers to the date when the contract is automatically approved by Party A’s system or manually approved by Party A’s staff according to Party A’s internal system and system arrangement, that is/_year/_month/_day.

After the loan is released, the interest rate is adjusted in the following A(A/B) ways:

A. Take 12(1/3/6/12) months as one period, with one adjustment for each period, and interest will be calculated by stages. The date for determining the interest rate of the second and subsequent periods is the corresponding date after each loan is withdrawn for one period. On that date, the lender adjusts the loan interest rate (referring to the agreed execution interest rate and preferential interest rate applicable at that time) according to the quoted loan market interest rate and floating points of the aforementioned period announced by the National Interbank Funding Center on the previous working day. In case the corresponding withdrawal date doesn’t exist in the adjustment month, the last day of the month shall be the corresponding date.

B. No adjustment during the whole loan period.

3.2 The interest rate of the loan this Contract shall be calculated from the actual withdrawal date and the interest settlement shall be conducted monthly (monthly/quarterly/semi-annually). The principal and interest shall be paid off upon expiration of the borrowing. Daily interest rate = annual interest rate /360.

3.3 3.4 Overdue default interest rate under the contract shall be determined by an additional 50% on the basis of original borrowing interest rate, and the default interest rate due to misappropriation shall be determined by an additional 50% on the basis of original borrowing interest rate.

Article 4 Expense

4.1 Lenders can charge the borrower a commitment fee, in which small and micro enterprises are exempted from the commitment fee. The commitment fee shall be charged to the borrower at one time or in several times according to the difference between the revolving loan amount under this contract and the amount already paid by the borrower (the average daily balance in the billing cycle), and the rate shall be determined at the annual rate of/_

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4.2 During the term of the revolving loan contract, the borrower shall pay the next year’s commitment fee to the lender at the expiration of one year, and the lender shall only guarantee the commitment obligations within the payment period of the commitment fee. For customers who meet the commitment fee reduction policy, the corresponding commitment fee will be reduced or exempted. No matter whether the commitment fee is charged or not, at the end of each payment year, the lender can unconditionally terminate the commitment terms in the loan contract at any time and stop collecting the commitment fee.

4.3 As required by the Lender, all Parties shall conduct compulsory notarization for the Contract. After mutual agreement between the two parties, the compulsory notarization fee shall be borne in the following proportions: /__. If the borrower is a small and micro enterprise, the cost of compulsory notarization shall be borne by the lender, but the cost incurred when the lender applies for the notary office to issue the execution certificate due to the borrower’s default shall be borne by the borrower.

4.4 When the borrower applies for a loan from the lender, if the date of collateral appraisal, the date of completing the field survey of the appraised object and the date of collateral appraisal report are earlier than the date of loan application by the borrower, the expenses incurred by collateral appraisal shall be borne by the borrower.

4.5 As for relevant consultation (complaint), please contact 95588 or lender sales network.

Article 5 Withdrawal

The borrower may withdraw the loan under the contract in the following method:

(1) Directly withdraw the loan from the designated sales network of the lender.

(2) Withdraw the loan independently from the online bank of Industrial and Commercial Bank of China.

Article 6 Repayment

6.1 The borrower shall either repay the loan under the contract at one time on the expiration date, or prepay through the lender’s sales network or online bank of Industrial and Commercial Bank of China in accordance with the contract. Except the final repayment, the prepayment amount shall not be less than RMB 100,000.

6.2 If the borrower applies for withdrawing the mortgage in advance within three years (inclusive) from the effective date of this contract (which refers to the cancellation of the mortgage guarantee under this contract, the same below), he should repay the loan in advance and pay the liquidated damages for early repayment to the lender, which shall be calculated according to the following standards: Revolving loan quota X remaining revolving loan quota usage period (months) X/__‰, if the remaining revolving loan quota usage period is less than one month, it will be calculated as one month; If an application for withdrawal of the mortgage is made in advance three years after the effective date of this contract, the borrower shall repay the loan in advance, and the lender shall waive the penalty for early repayment of the borrower. If the borrower is a small and micro enterprise, the penalty for early repayment will be waived.

Contract No.:
2210423040000272881833,
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Article 7 Account

The borrower shall open or designate the following account in the lender as the special account for withdrawal and repayment:

Article 8 Guarantees

If the loan guarantee under this contract is the maximum guarantee, the corresponding maximum guarantee contract is (1, 2)(1/2/3, multiple choices are allowed).

1. Maximum Guarantee Contract (No.:040000272-2021 NQ (B) ZI 0029/040000272-2021 NQ (B) ZI 0030)

Guarantor: Rong He/Ge Wentao

2. Maximum Amount Mortgage Contract (No.:0400000272-2021 NF (D) ZI No.0027)

Mortgagor: He Rong

3. Maximum Amount Pledge Contract No.:

Pledgor: /__

Article 9 Dispute resolution and jurisdiction

During the performance of the contract, all disputes and disputes arising from or related to the performance of the contract can be settled through consultation between the parties. If no agreement can be reached through negotiation, either party may settle the dispute in the following way

A. Any dispute incurred due to the contract or related to the contract shall be submitted to Shenzhen Arbitration Committee for arbitration according to the arbitration rule. The arbitration verdict shall be final and binding upon all parties.

B. It shall be solved with the local court of the Lender through lawsuit.

Article10 Others

This Contract is made in triplicate, with the borrower, the lender and Shenzhen Real Estate Registration Center holding one copy each, which have the same legal effect.

Article 11 Other Matters Agreed by the Parties

/__

Part II Detailed term

Article 1 Interest rate and interest

1.1 If the interest rate of the loan under this Contract is floating rate, the interest rate adjustment rules shall be implemented in the original way after the loan expires.

1.2 If the loan is settled monthly, the interest settlement date is the 20th day of each month; If the loan is settled monthly, the interest settlement date is the 20th day of each month; If the interest is settled half a year, the interest settlement date is June 20th and December 20th of each year.

1.3 The first interest period is from the date actual withdrawal by the borrower to the first expiry date for interest; The last interest period is from the next date at the end of the previous interest period to the final repayment date; The remaining interest periods are from the next date at the end of the previous interest period to the next expiry date for interest.

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1.4 Interest = loan principal x daily interest rate x actual use days. If the equal principal and interest repayment method is adopted, the calculation formula of principal and interest repayment is as follows:

Total principal and interest per period =	Loan principal x Period interest x(1+ Period interest) Repayment period
	(1+ Period interest) Repayment period -1

1.5 Where the People’s Bank of China adjusts the determination method of loan interest rate, it shall be handled according to the relevant provisions of the People’s Bank of China, and the Borrower will not further be informed by the Lender.

1.6 When the contract is signed, it is agreed that the loan interest rate of the loan funds withdrawn within a certain period of time is calculated at a preferential interest rate, or the loan interest rate is determined according to the quoted loan market interest rate (LPR) published by the National Interbank Funding Center by a certain basis point. The lender has the right to reassess the interest rate concessions given to the borrower, and decide to cancel all or part of the interest rate concessions given to the borrower at its own discretion according to the national policies, the borrower’s credit status and the change of loan guarantee, etc., and notify the borrower in time.

1.7 The loan interest rate of each withdrawal by the borrower shall be subject to the record of the iou. Within the validity period of this contract, the lender has the right to adjust the withdrawal amount of the borrower according to the borrower’s basic operating conditions, sales return, tax payment, financing and credit information, the borrower’s performance of obligations under this contract, the value of collateral under this contract and the guarantor’s guarantee ability, etc., so as to increase or decrease the loan interest rate of new withdrawals under this contract.

Article 2 Loan withdrawal and payment

2.1 The following preconditions must be met when the borrower withdraws the borrowing, otherwise the lender is not obliged to grant any money to the borrower, unless the lender agrees to release the loan in advance:

(1) The borrower’s statement and guarantee under the contract are still true, accurate and intact upon each withdrawal, and the default circumstances under the contract or other contracts signed by the borrower and lender don’t happen;

(2) Except the credit loan, the borrower has provided the corresponding guarantee in accordance with the requirement of the lender; the relevant guarantee procedures have been completed. The guarantee is without alterations going against the lender with enough guarantee limits.

(3) If the borrower withdraws the loan through the online bank of Industrial and Commercial Bank of China, the Industrial and Commercial Bank of China Electronic Banking Enterprise Customer Service Agreement signed between it and the lender shall be always valid.

(4) For conditional revolving withdrawals, the lender has sufficient configurable credit resources. For commitment revolving withdrawals, the lender has sufficient configurable credit resources at the last day of a month. The configurable credit capital means the credit scale that the lender may invest in a specific field formulated based on the relevant national credit policies within a certain period.

2.2 If the borrower withdraws the loan through the lender’s designated sales network, it shall fill in and submit the corresponding receipt of loan 5 bank workdays in advance at least. Once the receipt is submitted, it shall not be cancelled without the written agreement of the lender.

2.3 If the borrower withdraws the loan through the online bank of Industrial and Commercial Bank of China, the borrower shall sign the Industrial and Commercial Bank of China Electronic Banking Enterprise Customer Service Agreement with the lender, commit to abide by Industrial and Commercial Bank of China Electronic Banking Articles of Association and the relevant transaction rules and operate in accordance with the relevant transaction rules. The withdrawal order submitted through the Industrial and Commercial Bank of China online bank by the borrower and confirmed by the lender shall be deemed as the receipt.

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2.4 After the borrower meets the withdrawal precondition, the lender shall transfer the loan into the borrower’s designated account; it shall be deemed that the lender has released the loan to the borrower in accordance with the contract.

2.5 According to the relevant regulatory regulations and the lender’s management requirements, entrusted payment shall be adopted for those who do not meet the conditions of independent payment or the accumulated independent payment amount exceeds 10 million yuan within fifteen natural days before the withdrawal date (inclusive), and the lender shall pay the loan funds to the payment objects that meet the purpose agreed in this contract according to the borrower’s withdrawal application and payment entrustment.

2.6 After completing the trust payment, the borrower shall provide the account information of its payment object and supporting materials certifying that the withdrawal complies with the agreed purpose for the lender timely when withdrawing. The Borrower shall ensure that all information provided to the Lender is true, complete and effective.

2.7 In handling entrusted payment, the Lender is only responsible for formal examination of information of payment object and related documents certifying purpose of the borrowing submitted by the Borrower, and will not take any responsibility for failing entrusted payment owing to untruthful, inaccurate and incomplete documents provided by the Borrower.

2.8 In the case that inconformity or other defects are found in related documents such as documents certifying purpose of use submitted by the Borrower, the Lender has right to request the Borrower to supplement, replace, explain or resubmit related documents, and can choose not to release and pay concerning payments unless getting satisfying documents from Borrower.

2.9 Based on the different borrowing purposes of the Borrower, the Lender is entitled to require the Borrower, independent agent and other related parties to issue the contract verification bill and other supporting materials; the Lender shall release and pay the financing fund with such supporting materials.

2.10 If the Lender deems that the materials provided by the Lender are consistent with the borrowing purpose and the withdrawal complies with the contract after approval, it shall transfer the borrowing into the designated account of the Borrower and transfer the corresponding fund into the account of the Borrower’s payment object based on the demand and the relevant business vouchers submitted by the Borrower.

2.11 In case of one of the following circumstances, the Lender is entitled to confirm the loan grant and payment condition again, or stop the grant and payment of the loan funds:

(1) The borrower provides false or invalid materials for the lender to acquire the loan;

(2) The borrower’s production and operation have significant adverse alterations, decrease of credit conditions or violating circumstances under the contract;

(3) The borrower does not withdraw and pay the loan in accordance with the contract and the application of the loan has abnormity;

(4) The borrower violates the contract or the relevant supervision regulations to avoid the entrusted payment in the method of breaking up the whole into parts;

(5) The loan account designated by the borrower or payment object’s account is frozen by the competent authority or stopped for payment

2.12 If the Lender fails to complete the entrusted payment in time as per entrustment of the Borrower caused by the loan account designated by the Borrower or the account of the payment object being frozen by the competent authority or stopped for payment, it will never bear any liabilities and will not infringe the Borrower’s repayment obligation incurred under the contract.

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2.13 The borrower commits to accept and actively cooperate with the lender in checking and supervising the use of financing funds, including its purpose through account analysis, inspection of voucher, site investigation, etc. in case of independent payment for the loan under the contract, and provides a periodic summary report on the use of loans to the lender.

2.14 If the Lender suffers from losses due to untrue, incomplete or invalid materials provided by the Borrower for the Lender, the Borrower shall make the compensation.

2.15 If the lender fails to timely release and pay the loan in accordance with the contract, it shall bear the corresponding responsibility for breach of contract, except otherwise stipulated in the contract.

2.16 If the lender fails to pay the corresponding fund on time due to war, natural disaster and other unforeseeable, inescapable and insurmountable force majeure, or the lender’s system fault, communication failure and other accidents, the lender shall notice the borrower timely through telephone or in written form without undertaking any responsibility.

Article 3 Repayment

3.1 The Borrower shall repay the loan principal and interest and other payables in full and on time as agreed in this Contract. The borrower shall deposit the current payable interest, principal and other payables in the repayment account opened or designated at the office of lender in full on the previous bank working day of repayment date and each expiry date for interest. The lender shall be entitled to proactively transfer such payment on the repayment date and expiry date for interest, or require the borrower to provide cooperation to transact relevant transfer procedures.

The Borrower should go through the alteration formalities at the Lender’s counter if there is any report of loss, freezing, stopping payment, cancellation of the repayment account, or the Borrower needs to alter the repayment account. If the full amount of money cannot be deducted from the original repayment account prior to the alteration formalities come into effect, the Borrower shall go to the Lender’s place for a counter repayment. If the Borrower does not pay back full amount of the principal and interest of the loan or other expenses on time because the Borrower does not transact alternation formalities for the repayment account in time or does not go to the Lender’s counter for repayment, the Borrower shall be responsible for such breach of the contract.

3.2 If the borrower applies for repaying all or part of the loan in advance, it shall submit a written application to the lender, or submit a prepayment order to the lender through Industrial and Commercial Bank of China online bank.

3.3 Where the Lender agrees to the prepayment, the Borrower shall pay off the due and payable loan principal and interest and other payables as agreed in this Contract up to the prepayment date on the prepayment date.

3.4 Where the prepayment by the Borrower or early withdrawal of the loan by the Lender as agreed in this Contract shorten the actual loan period, the corresponding interest rate level shall not be adjusted, and be subject to in the original loan interest rate.

Article 4 Guarantees

4.1 Except for the credit loan, the borrower shall provide legal and valid guarantee for the fulfillment of obligation under the contract, which shall be recognized by the lender. The guarantee contract shall be separately signed.

4.2 In case of damage, depreciation, property right dispute, seizure or detention occur on the guaranty under this Contract, or the mortgager disposing the collateral without authorization, or adverse changes in the financial conditions of the guarantor providing the guarantee or other changes not conducive to the creditor’s rights of Lender, the Borrower shall promptly notify the Lender, and separately provide other guarantees recognized by the Lender.

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4.3 The lender has the right to reassess the value of the collateral and the guarantor’s guarantee ability periodically or irregularly. If it is considered that the value of the collateral has decreased or the guarantor’s guarantee ability has decreased, the lender has the right to adjust the revolving loan amount, and the borrower should provide additional guarantees equivalent to the reduced value or guarantee ability, or provide other guarantees recognized by the lender separately.

4.4 In case that the lender agrees the loan under the contract has the accounts receivable as the pledge guarantee, and one of the following circumstances happens during the validity period of the contract, the lender shall be entitled to declare the early maturity of loan immediately to require the borrower to repay part or all of the loan principal and interest immediately, or to seek the legitimate, effective and full-amount additional guarantee recognized by the lender:

(1) The bad debt rate of the pledger of the accounts receivable relative to the accounts receivable of the payer rises for two consecutive months;

(2) The expired and un-reclaimed accounts receivable of the pledgor for the payer takes up more than 5% of the accounts receivable balance of the payer;

(3) The accounts receivable may not be paid on time due to the trade dispute (including but not limited to the dispute about quality, technology and service) or dispute over obligation between the accounts receivable Pledgor and the payer or other third party.

Article 5 Statements and guarantees

The Borrower shall make the following statement and guarantee to the Lender that shall be always effective in the term of this Contract:

5.1 Have the borrower’s subject qualification according to law, and have the qualification and ability to sign and perform this contract.

5.2 All necessary authorizations or approval are obtained upon the signing of this Contract. Signing and performance of the contract shall not violate the provisions of the company’s rules, Shareholders’ capital contribution agreement, associate agreement, partnership agreement and relevant laws and regulations, also not contradicted to other obligations under this Contract.

5.3 Other debts payable have been repaid as scheduled without malicious default of bank loan principal and interest.

5.4 Major regulations and principles violation doesn’t happen in the production and operation process in the recent one year; current senior executives don’t have any major bad record.

5.5 All the documents and information provided for the lender are true, accurate, complete and effective, without false records, material omissions or misleading statement.

5.6 The litigation, arbitration or claim events involved do not be concealed to the lender.

5.7 Have known and completely understood the various transaction rules of Industrial and Commercial Bank of China online bank and other electronic banking systems related to the contract.

Article 6 Borrower’s commitment

6.1 Withdraw and use the loan according to the term and purpose agreed in this contract, and the borrowed money will not flow into the securities market, futures market, equity investment and real estate project development in any form, and will not be used for purchasing wealth management products, investment account trading products or bonds, or for borrowing or other purposes prohibited or restricted by relevant laws and regulations.

6.2 The borrowing principal and interest and other payables shall be repaid in accordance with this Contract.

6.3 Accept and actively cooperate with the Lender in checking and supervising the use of loan funds, including its purpose through account analysis, inspection of voucher, site investigation, etc., and provide a periodic summary report on the use of loan funds to the Lender.

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6.4 Receive the credit check of lender, promptly provide true, accurate and intact financial information and other data reflecting the solvency of borrower according to the requirements of lender, including all opening banks, bank accounts and deposit balances, proactively assist and cooperate the lender to survey, know and supervise the production operation and financial conditions.

6.5 When conducting the merger, separation, capital decrease, equity change, admission, withdrawal, transfer of major assets and creditor’s rights, major foreign investment, increase of substantial debt financing and other actions which may cause adverse effect to the rights and interests of lender, obtain the written consent of lender in advance.

6.6 When the one of the following circumstances occurs, it shall timely give notice to the lender:

(1) Change of name, official seal, Articles of Association, domicile, legal representative or principal, communication address and other matters;

(2) Discontinuation of business, dissolution, liquidation, business suspension for rectification, business license being revoked and cancellation or bankruptcy application (applied);

(3) Major economic disputes, lawsuit and arbitration are involved or may be involved, or the assets are sealed, detained or forcibly implemented, or the component authorities such as judiciary authority, tax, industry and commerce, etc. legal register for survey or adopt the punitive measures;

(4) The shareholders, directors, current senior executives or partners and contributors involve in the major cases or economic disputes.

(5) Collateral is rented out for more than one year.

6.7 Disclose to the lender the relationships of the related parties and related transactions in a timely, comprehensive and accurate manner.

6.8 Sign in timely for all the notices sent by the lender or served in other ways.

6.9 Do not dispose its own assets by reducing the solvency; Guarantee for not damaging the rights and interests of lender to the third party.

6.10 The liquidation order of borrower’s debts under the contract shall precede over the one of the debts of the borrower to its shareholder, legal representative or principal, partner, main contributor or key management personnel, which shall be in the same position with the similar debts of other creditors of the borrower.

6.11 Have known and completely understood the various transaction rules of industrial and Commercial Bank of China online bank and other electronic banking systems related to the contract; properly keep the customer certificate and password. All behaviors of operating with the borrower’s customer No. (card No.), password or customer certificate shall be deemed as the operations of the borrower; the electronic information records generated herefrom shall be as the evidence and voucher of disposing the debtor-creditor relationship under the contract.

6.12 If the loan under the contract is released in the method of credit, the borrower commits to report the external guarantee conditions to the lender completely, truthfully and accurately in a regular fashion. The external guarantee may affect the performance of its obligations under this contract, which must obtain the lender’s written consent.

6.13 If the repayment funds of the borrower (including but not limited to the money obtained by the lender through deduction and disposal of collateral, etc.) are insufficient to pay off all the debts of the borrower to the lender under this contract and other contracts, the lender has the right to decide the order of payment.

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6.14 Strengthen the management of environmental and social risk, and accept the supervision and inspection of the lender thereon. Submit the report on environmental and social risk to the lender as required. Abide by relevant laws and regulations on environmental protection. During the establishment of the loan relationship and the duration of the loan relationship, the borrower’s operating entity does not have any unfinished environmental punishment.

6.15 During the existence of the loan relationship, the lender is authorized to monitor the borrower’s corporate account and the flow information of its operating and sales funds.

Article 7 Lender’s Commitment

7.1 Loan to the borrower according to the contract.

7.2 The non-public information and information privacy related to the finance and production operation provided by the borrower, except for aspects which are otherwise stipulated in laws and regulations and agreed in the contract.

Article 8 Breach of contract

8.1 When one of the following circumstances occurs, it will constitute the breach of contract of the borrower:

(1) The borrower fails to repay the loan principal, interest and other payables under the contract according to the agreement or perform any other obligations under this contract or violates the statement, guarantee or commitment under this contract;

(2) The guarantee under this contract changes to the detriment of the creditor’s rights of the lender, or the guarantor violates the guarantee contract, and the borrower fails to provide other guarantees recognized by the lender separately:

(3) Any other debt of the Borrower fails to pay off after maturity (including being declared to be due immediately), or fails to perform or violates its obligations under other agreements, which has or may affect the performance of its obligations under this contract;

(4) The borrower violates the promise in Article 6.1 of Part II of this contract, flows the loan into the securities market and futures market, or uses it for equity investment, real estate project development, purchases wealth management products, investment account trading products, bonds, loans, or other projects that are clearly prohibited by national laws and regulations;

(5) The financial indexes such as profitability, debt paying ability, operation ability and cash flow of the Borrower break through the agreed standard or have deteriorated that have influenced or may influence the performance of obligations under this Contract;

(6) Material adverse change of the borrower’s production and management, foreign investment, etc., which have affected or may affect the performance of its obligations under the contract;

(7) In case borrower or its shareholders, legal representatives or principal, partner, main investment personnel or key management personnel involve or may involve major economic dispute, lawsuit and arbitration, or their assets are sealed, detained or forcibly implemented, or legally registered for survey by the judiciary authorities or administrative body or legally punished, or exposed by the media due to the violation of relevant state regulations or policy, and the above circumstances have influenced or may influence the obligation performance under the contract;

(8) In case the stock rights of borrower changes or the holding relation, partner relation and associated relation change, the partners, main investor and key management personnel have abnormal change, lose, or legally surveyed by the judiciary authorities or their personal freedom is restricted, and the above circumstances have influenced or may influence the obligation performance under the contract;

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(9) The borrower takes advantage of the false contracts with the related parties, takes advantage of the transactions without actual trading background for arbitrage of cash or credit from the lender, or takes advantage of the related transactions to intentionally escape from the creditor’s rights of the lender;

(10) The borrower has suffered from or may suffer from the discontinuation of business, dissolution, liquidation, business suspension for rectification, business license being revoked and cancellation or bankruptcy application (applied);

(11) In case the borrower causes the responsibility accidents and the events of major environment and social risk due to violating the food safety, safety production, the relevant laws and regulations, regulatory regulations or industry standard of environmental protection and other environment and social risk management, the above circumstances have influenced or may influence the obligation performance under the contract;

(12) The borrower’s legal representative or principal, partner, main investor or key management personnel involve in the gangdom activity, drug usage, gambling, smuggling and other illegal behaviors;

(13) The borrower owes taxes and dues or frequently defaults the staff salary;

(14) The default conditions of personal loan and credit card of the borrower’s legal representative or principal, partner, main investor or key management personnel occur;

(15) There are other circumstances that may cause the lender’s realization of the creditor’s rights under this contract to be adversely affected.

8.2 In the case of the breach of Contract by the Borrower, the Lender shall have the right to take one or more of the following measures:

(1) Require the Borrower to correct its default behavior within the limit time;

(2) Stop issuing loans and other financing payments to the Borrower in accordance with this Contract and other contracts between the Lender and the Borrower, and cancel part or all of the loan and other financing payments not withdrawn by the Borrower;

(3) Announce that the loans and other financing funds that have not been repaid under the Contract and other contracts signed by the Lender and the Borrower shall be due immediately and require the Lender to immediately pay off the fund that has not been repaid and incurred interest, default interest and other expense;

(4) Any measures to safeguard the legitimate rights of the lender, such as requiring the disposal of collateral, requiring the guarantor to assume the guarantee responsibility, bringing a lawsuit or arbitration, and applying for enforcement;

(5) Require the Borrower to compensate the losses caused to the Lender due to its breach of contract, including but not limited to the expenses such as attorney fees and auction fees incurred by the Lender to realize the creditor’s rights under this agreement;

(6) Other measures required by laws and regulations, this contract or the lender’s opinion.

8.3 Where the Borrower fails to repay the borrowing as stipulated in the agreement when it is due (including it is declared to be due immediately), the Lender shall have the right to collect default interest from the date it is overdue as per the default interest rate agreed in this Contract. For the interest (including default interest) that the borrower fails to pay on time, compound interest is calculated according to the overdue default interest rate. The interest settlement rules of default interest/compound interest shall apply to the interest settlement rules agreed in this contract.

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8.4 In the event that the Borrower fails to use the borrowing for the purposes agreed in this Contract, the Lender shall be entitled to collect default interests for the part of borrowing misappropriated according to the interest penalty agreed in this Contract. And for interests not paid on time during misappropriation period, compound interests shall be calculated and collected according to the penalty interest rate for peculated borrowing. The interest settlement rules of default interest/compound interest shall apply to the interest settlement rules agreed in this contract.

8.5 In case that the borrower has the above circumstances in Article 8.3 and 8.4 at the same time, the larger default interest rate shall be selected, which shall not be concurrently punished.

8.6 If the borrower fails to repay the principal and the interest (including default interest and compound interest) of the loan or other payables on schedule, the lender shall be entitled to announce for the urged collection through the media.

8.7 If the controlled or controlled relationship between the borrower’s related party and the borrower changes, or the related party of the borrower has other situations except items (1), (2) and (4) mentioned in Article 8.1 above, which have or may affect the performance of the borrower’s obligations under this contract, the lender has the right to take various measures agreed in this contract.

Article 9 Automatic cancellation of loan commitment

9.1 If the borrower’s credit status deteriorates, the lender can automatically cancel its commitment to all undrawn loans of the borrower without prior notice.

9.2 One of the situations mentioned in Articles 8.1 and 8.7 of Part II of this contract occurs to the borrower, which constitutes the deterioration of the borrower’s credit status.

Article 10 Deduction

10.1 The lender is entitled to deduct corresponding funds from all local or foreign currency accounts opened by the borrower in the lender or other branches of ICBC for settlement till that the borrower pays off all debts under the contract in the borrower fails to repay the due debts (including declared to become due immediately) as agreed in the contract.

10.2 If the currency type of funds deducted is different from that agreed in this contract, it shall be converted as per the applicable exchange rate available to the lender on the deduction date. The interests and other expenses from deducting date and liquidation date (the day when the Lender converts deducting fund to Contractual currency based on management policies of state foreign exchange and actually liquidate debts under this Contract) and the difference incurred due to exchange rate fluctuation in the period shall be borne by the Borrower.

Article 11 Transfer of right and obligation

11.1 The lender has the right to transfer part or all of its rights under the contract to a third party, including but not limited to transferring the creditor’s rights under the contract or the income right corresponding to the creditor’s rights to a specific carrier and used by the asset securitization trustee to issue securities, or transferring the assets formed by non-performing loans to the asset management company, etc. The lender’s transfer behavior does not need the consent of the borrower and the guarantor. In the event that the mortgage or pledge registration shall be altered due to the transfer of the rights of the Lender, the Mortgagor or the Pledger shall give corresponding cooperation. Without the written consent from the Lender, the Borrower cannot transfer the rights and obligations under this Contract.

11.2 Lender or the Industrial and Commercial Bank of China Ltd. (ICBC) can authorize or delegate other branches of IICBC to perform the rights and obligations of the contract or transfer the loan to the other branches of ICBC to undertake and manage according to the need of operating management with the permission of the borrower, the lender does not need to get any agreement from the borrower. Other branches of Industrial and Commercial Bank of China, undertaking the rights and obligations of the Lender, shall be entitled to exercise all rights under this Contract, make lawsuit, arbitration or an application for compulsory execution to the court for the dispute under this Contract in the name of the relevant institution.

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Article 12 Effectiveness, modification and termination

12.1 This contract shall come into force as of the date when both parties affix their official seals or special seals for the contract, and shall be terminated as of the date when all the obligations of the borrower under this contract have been fulfilled.

12.2 Any change to this contract shall be made in written form (including electronic data) by all parties through consultation. The terms or agreements constitute a part of this contract and have the same legal effect as this contract. Besides the part altered, other parts of this Contract remain effective, and original articles are still effective before effectiveness of altered part.

12.3 Any change or termination of the contract shall not affect the contracting parties’ rights to claim for damages. The cancellation of the contract will not affect the effectiveness of articles related to dispute resolution.

Article 13 Dispute resolution and jurisdiction

During the performance of the contract, all disputes and disputes arising from or related to the performance of the contract can be settled through consultation between the parties. If no settlement can be reached through negotiation, either party can settle it according to the following method A.

A. Any dispute incurred due to the contract or related to the contract shall be submitted to Shenzhen Arbitration Committee for arbitration according to the arbitration rule. The arbitration verdict shall be final and binding upon all parties.

B. It shall be solved with the local court of the Lender through lawsuit.

Article 14 Confirmation of service address of litigation/arbitration documents

14.1 The Borrower confirms that the address recorded on the front page of the text of this contract is the effective service address for the Borrower to receive all kinds of notices, letters, legal documents of people’s courts or arbitration institutions (including but not limited to subpoenas, court hearings, judgments, rulings, conciliation statements, notice of deadline performance, etc.).

14.2 The above-mentioned delivery agreement applies to all stages of the first, second, retrial and enforcement of arbitration and litigation procedures. For the above-mentioned service address, the court and arbitration institution can deliver legal documents directly by mail. Even if you fail to receive the legal documents sent by the court or arbitration institution by mail, it shall be deemed as delivery because of the agreement in the contract.

14.3 The Borrower agrees that the court or arbitration institution can use the fax and e-mail recorded on the front page of the text of this contract to serve legal documents, except for judgments, rulings, conciliation statements and awards.

14.4 The borrower guarantees that the above-mentioned service address and other information are accurate and effective. If the above-mentioned service address and other information change, it shall promptly notify the lender in writing, otherwise, the service at the address specified in this contract is still valid, and the borrower shall bear the legal consequences arising therefrom.

14.5 If the legal documents are not actually received by the borrower due to inaccurate information such as the borrower’s service address, failure to notify the lender in writing of the address change, failure to sign, refusal of the borrower or the designated agent to sign, etc., if the documents are delivered by post, the date of return of the documents shall be regarded as the date of delivery (if the date of return of mail at different addresses is different, the later shall prevail); Direct service shall be deemed as the date of service on the spot when the server writes down the information on the service receipt: Where the obligation of notice of change of service address is fulfilled, the changed service address shall be the effective service address.

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14.6 After the dispute enters the litigation or arbitration procedure, if the borrower directly submits a confirmation letter of the service address to the court or arbitration institution, and the confirmation letter is inconsistent with the service address specified in this contract, the service address submitted for confirmation to the court or arbitration institution shall prevail, but before that, the service delivered by the lender at the address specified in this contract is still valid.

Article 15 Entire contract

The first part of the Basic Agreement and the second part of the Specific Terms of this contract together form a complete revolving loan contract for online loan, and the same words in the two parts have the same meaning. The loan of the borrower shall be subject to both aforesaid parts.

Article 16 Notice

16.1 All notices under the contract shall be sent in written form (including electronic data form). Unless otherwise stipulated, the addresses specified by both parties in this Contract shall be used for communication and contact. Any change of either party’s communication address or other Contract ways shall promptly inform the other party in written forms.

16.2 If any party of this Contract refuse to receive or there are other delivery failure situations, the notifying party can adopt notarization or announcement for delivery.

Article 17 VAT special agreement

17.1 The interest and expenses paid by the borrower to the lender under this contract are all tax-inclusive prices.

17.2 If the borrower asks the lender to issue a VAT invoice, it should first register the information with the lender, and the registered information includes the borrower’s full name, taxpayer identification number or social credit code, address, telephone number, bank and account number. The borrower shall ensure that the relevant information provided to the lender is true, accurate and complete, and provide relevant certification materials as required by the lender, and the specific requirements shall be published by the lender through network notices or website announcements, etc.

17.3 If the borrower obtains VAT invoice by itself, it shall provide the lender with a power of attorney with the seal affixed, designate the receiver, specify the id number and other information of the receiver, and the designated receiver shall obtain VAT invoice by presenting the original ID card. Where the designated recipient is changed, the borrower shall issue a power of attorney with seal to the lender again. If the borrower chooses to receive VAT invoice by mail, it shall also provide accurate and deliverable mailing information: In case of any change in mailing information, the lender shall be promptly notified in writing.

17.4 If the Lender fails to issue VAT invoices in time due to force majeure such as natural disasters, government acts, social anomalies or tax authorities, the Lender shall have the right to delay issuing VAT invoices without assuming any responsibility.

17.5 If the invoice is lost, damaged or overdue after the VAT invoice is collected by the borrower or delivered by the lender to a third party for reasons other than the lender’s, which leads to the borrower’s failure to receive the corresponding VAT invoice or the overdue deduction, the lender will not be responsible for compensating the relevant economic losses of the borrower.

17.6 In case of sales return, suspension of taxable services, incorrect invoicing, no authentication of deduction and invoice, etc., where special VAT invoice in scarlet letter is required, and according to relevant laws, regulations and policy documents, the borrower shall submit the Information Form for Special VAT Invoice in scarlet letter to the tax authorities, and the lender shall issue special VAT invoice in scarlet letter after the tax authorities review and notify the lender.

Contract No.:
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17.7 During the performance of the contract, in case of adjustment of national tax rate, the lender has the right to adjust the price agreed in the contract according to the change of national tax rate.

Article 18 Others

18.1 The lender’s failure to exercise or partially exercise or delay in exercising any right under this contract does not constitute a waiver or change of this right or other rights, nor does it affect its further exercise of this right or other rights.

18.2 The invalidity or unenforceability of any clause of this contract will not affect the validity and enforceability of other clauses, nor the effectiveness of the whole contract.

18.3 The “related parties”, “Relations of related parties”, “Transactions of related parties”, “Main individual investors”, “Key managers” and other terms mentioned in this Contract have the same meaning with those in Accounting Standards for Business Enterprises -- Disclosure of Associated Parties No. 36 (CK [2006] No. 3) published by the Finance Department and its amendments from time to time.

18.4 The environmental and social risks mentioned in this contract refer to the hazards and related risks that the borrower and its important related parties may bring to the environment and society in the construction, production and business activities, including environmental and social problems related to energy consumption, pollution, land, health and safety, resettlement, ecological protection, climate change, etc.

18.5 The lender will formulate and keep all documents and vouchers of the loan under the contract in line with business rules to constitute effective evidence certifying debtor-creditor relationship of both parties which is binding to the borrower.

18.6 The Borrower has already known and fully understood all the trading rules of e-banking systems such as online banking of Industrial and Commercial Bank of China related to this contract; Properly keep the customer certificate and password. All behaviors of operating with the borrower’s customer No. (card No.), password or customer certificate shall be deemed as the operations of the borrower; the electronic information records generated herefrom shall be as the evidence and voucher of disposing the financing relationship under the contract.

18.7 In this contract, (1) all references to this contract shall include amendments or supplements to this contract: (2) The title of clause is only for reference, and shall not constitute any interpretation for this contract and has no any limit to the contents and its scope under such title.

(No text below)

Contract No.:
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This page is the signing page of the Revolving Loan Contract for Online Loan (applicable to enterprise online loan (including e-loan for fast loans) (printed version) (2021 edition) (No.:040000272-2021 (NS) ZI No.00111) signed by the lender Shenzhen High-tech Park South Branch and the borrower Shenzhen Tbit Technology Co., Ltd.

Both parties shall confirm: The debtor and creditor have made full negotiation for all the articles of this contract. The lender has asked the borrower to specially pay attention to all articles concerning rights and obligations of both parties and understand them comprehensively and accurately, and interpreted and explained related articles upon request of the borrower. The Borrower has seriously read and fully understood all Contract clauses (including Basic Agreement in Part I and Specific Terms in Part II), the Borrower and the Lender have the completely unanimous understanding to each clause under this Contract without objection to the Contract contents.

Lender (Seal): Industrial and Commercial Bank of China Co., Ltd. Shenzhen High-tech Park South District Sub-branch

Special Seal for Business Contract of Shenzhen High-tech Park South Branch of Industrial and Commercial Bank of China Limited (sealed)

Signing date: April 26, 2021

Borrower (Seal): Shenzhen Tbit Technology Co., Ltd.

Shenzhen Tbit Technology Co., Ltd. (sealed)

As the legal representative/authorized representative of the borrower, I hereby confirm that the borrower borrows money from the lender as agreed in this contract, and the seal on this contract is true and valid, and I have completed all procedures required for borrowing money.

Legal representative/authorized representative (signature): /s/Wentao Ge

Signed date: April 26, 2021

Contract No.: 2210423040000272881833,
No.1 of 3 Page 17 of 17 The contents of the contract can be verified through the “Scan QR Code” function of client software ICBC’s mobile banking and financial e-link  

EX-10.13

Exhibit 10.13

Serial number：79192021280155

 Working Capital Loan Contract

Contract version number：SPDB201912

Working Capital Loan Contract

Borrower: Shenzhen Taibit Technology Co., Ltd.

Main business address: Unit 1501-1508, Building B, SD Information Port Building, No. 2 Kefeng Road, Science and Technology Park, Yuehai Street, Nanshan District, Shenzhen

Contact: Sisi Li

Tel: 18682010310

Fax: /

E-mail: /

Lender: Shanghai Pudong Development Bank Co., Ltd. Shenzhen Branch

Main business address: Pufa Building, No. 88, Pucheng Road, Tianxin Community, Sungang Street, Luohu District, Shenzhen Contact: Wang Xiaohe Tel: 8111 7081

Given:

Due to the needs of capital turnover, the borrower submits an application for working capital loan to the lender; upon review, the lender agrees to grant the loan in accordance with the terms and conditions of this contract. In order to clarify the rights and obligations of both parties, according to the relevant laws, regulations and rules of the People’s Republic of China, this contract is hereby concluded through consultation between the two parties for compliance.

At the same time, the borrower and the lender confirm the following primary terms (please select √ in the following box according to the situation, and mark × if not selected):

√ This contract is signed as an auxiliary financing document of the “Financing Quota Agreement” (hereinafter referred to as the Financing Quota Agreement) No. BC2021042800000432. After this contract takes effect, all its terms will be incorporated into the Financing Quota Agreement and will be part of it. (If the borrower has previously signed a financing line agreement, this item should be selected and the financing line agreement number should be indicated);

× This contract is an independent credit document signed between the borrower and the lender (if the borrower and the lender have not signed a financing line agreement, this item should be selected);

× The guarantor is aware that the loan purpose of this contract is to repay the original contract name: ________________________

Date Signed: ____________ Number: Loan under ________________________. (If the purpose of the loan is to borrow new to repay the old or to renew the loan, this item must be selected)

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PART 1 COMMERCIAL TERMS

1. Loan types: √Short-term working capital loan × Medium-term working capital loan

2. The loan amount under this contract is RMB (currency) three million yuan (the capitalized amount).

3. The specific purpose of the loan under this contract is: daily business turnover

4. The loan period under this contract is (please tick √ in the following box, if not, tick ×):

× From __year__month__day to __year__month__day:

√ One year (or 12 months) from the date of the first withdrawal.

The actual withdrawal date and repayment date are based on the dates recorded on the IOUs (loan vouchers) handled by both the lender and the borrower. The last repayment date shall not exceed the loan term stipulated in this contract. The IOU (loan certificate) is an integral part of this contract.

5. The interest rate of this combined loan is (please tick √ in the following box, if not, tick x):

√(1) RMB loan interest rate:

Each loan under this contract is calculated based on the one-year (term) loan market quoted interest rate (LPR) √+ x - 35BPS announced by the National Interbank Funding Center at the end of the day before the actual loan date. If the calculated interest rate is less than 0%, it will be implemented as 0%. (The interest rate quoted in the loan market is the annual interest rate, which can be inquired through the National Interbank Funding Center and the website of the People’s Bank of China).

After each loan is issued, if the interest rate quoted in the loan market is adjusted during the loan period, the loan interest rate (please select √ in the following box, or mark x if not selected):

√ No adjustment, fixed interest rate:

X The interest rate will be adjusted from the interest rate adjustment date, using the loan market quoted interest rate (LPR) of the above-mentioned agreed period in this article announced by the National Interbank Funding Center at the end of the day before the interest rate adjustment date as the base, the above-mentioned agreed interest rate floating points and calculation method constant. The specific interest rate adjustment dates are as follows (please tick √ in the following box, or tick x if not selected):

□ Adjust the interest rate on an annual basis. The interest rate adjustment date is the corresponding day of the actual loan issuance date in the corresponding month of the next calendar year. If the actual loan issuance date does not have a corresponding day in the corresponding month of the next calendar year, the actual loan issuance date will be in the next calendar year. The last day of the corresponding month is the interest rate adjustment day;

□ The interest rate is adjusted annually, and the interest rate adjustment date is January 1 every year;

□ Adjust the interest rate according to the interest settlement date, and the interest rate adjustment date is the day after the interest settlement date;

□ The interest rate is adjusted quarterly, and the interest rate adjustment date is the __ day of the end of each quarter;

□ The interest rate is adjusted on a monthly basis, and the interest rate adjustment date is __ day of each month;

□ Other agreements (specific interest rate adjustment date): __________________

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X (2) Foreign currency loan interest rate:

Each loan under this contract shall be calculated according to the (LIBOR/HIBOR/SIBOR) interest rate of ______ __________ (year/month/week) announced by the lender on the release date plus ________BPS.

After each loan under this contract is issued, the loan interest rate adjustment method is (please tick √ in the following box, if not, tick x);

□ From the date of disbursement of each loan, the interest rate will be adjusted once every _____1/3/6/12) month according to the latest foreign currency interest rate of the corresponding day;

□ Fixed interest rate, that is, the interest rate is not adjusted.

6. The loan interest settlement method under this contract is (please select √ in the following box, if not, tick x)

√ If the interest is settled on a monthly basis, the interest settlement date shall be the 20th (20th) day of each month;

X Interest is settled quarterly, and the interest settlement date is the twentieth (20) day of the last month of each quarter;

X Other way: __________________

And each repayment under this contract shall be settled with the principal.

7. The penalty interest rate under this contract is:

(1) The overdue penalty interest rate of this contract shall be subject to an additional 50% of the loan execution interest rate applicable on the day when the penalty interest is calculated and collected.

(2) The misappropriation penalty interest rate of the loan not used for the purpose stipulated in this contract shall be subject to an additional 50% of the loan execution interest rate applicable on the date of accruing the penalty interest.

8. The loan withdrawal period under this contract is from July 15, 2021 to August 15, 2021. The first of these withdrawals should be made by August 15, 2021.

9. The withdrawal plan for the loan under this contract is as follows (please tick √ in the following box, if not, tick x):

√ Please refer to the table below for the withdrawal plan:

No.	No. Withdrawal date	Withdrawal amount
1	July 22, 2021	RMB 3 million
2
3
4
5
6

X Other Withdrawal Plan Agreements: ___________________

10. The repayment plan of the loan under this contract is as follows (please tick √ in the following box, if not, tick x):

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√Please refer to the table below for the repayment plan:

No.	Repayment date	Repayment amount
1	July 22, 2022	RMB 3 million
2
3
4
5
6

X Other repayment plan agreement: ___________________

11. Liquidated damages for early repayment of the loan: equivalent to ___% of the total amount of the actual early repayment of the loan or ___ (currency) ___ yuan.

12. The principal amount of early repayment shall not be less than ___ (currency) __yuan.

13. Account opening (Choose one of the following modes for RMB loans, select the special account mode for foreign currency loans, and tick x if not selected);

√Non-special account mode:

(1) The general settlement account opened by the borrower with the lender is:

Account Bank: Shanghai Pudong Development Bank

Account Name: Shenzhen Taibit Technology Co., Ltd.

Account number: 79100154740019325

(2) The fund withdrawal account opened by the borrower with the lender is:

Account Bank: Shanghai Pudong Development Bank

Account Name: Shenzhen Taibit Technology Co., Ltd.

Account number: 79100154740019325

X Special account mode:

(1) The special account for working capital loan opened by the borrower with the lender is:

Bank of Account: ________________________________________________________

Account Name: ______________________________________________________

account: ______________________________________________________

(2) The general settlement account opened by the borrower with the lender is:

Bank of Account: ________________________________________________________

Account Name: ______________________________________________________

account: ______________________________________________________

(3) The fund withdrawal account opened by the borrower with the lender is:

Bank of Account: ________________________________________________________

Account Name: ______________________________________________________

account: ______________________________________________________

14. The lender is entrusted to pay: the payment of the loan funds with a single payment exceeding (currency amount) RMB 10 million yuan should be paid by the lender entrusted to pay.

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15. Guarantors and guarantee contracts that provide guarantee for the debts under this contract include but are not limited to:

√ Guarantor Wentao Ge and Sisi Li “Guarantee Contract” No. [ZB7919202100000016, ZB7919202100000017]

√ Mortgage Sisi Li’s “Mortgage Contract” No. [ZD7919202100000006]

X Pledger’s “Pledge Contract” No. [ ]

X Other guarantees ________________________________________________________

16. Handling of breach of contract.

Liquidated damages: Equivalent to /% of the loan principal amount or /.

17. The annexes to this contract include:

(1) “Withdrawal Application”.

(2)”_______/______”.

(3) “_______/______”.

(4) “_______/______”.

(5) “_______/______”.

18. Other matters agreed by both parties.

The calculation method of the loan interest rate under this contract is the simple interest method.

19. This contract is made in quadruplicate, of which the borrower holds one copy and the lender holds three points, and each copy has the same legal effect.

(End of the first part)

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PART II GENERAL PROVISIONS

Article 1 Loan

1. The borrower irrevocably agrees and confirms that: the lender has the right to change due to changes in laws, regulations and policies, or be restricted by the government’s macro monetary policy or financial regulatory policy, or based on market conditions, capital positions and financial costs, its own business needs, If the borrower’s ability to perform or financial situation is considered to adjust or increase the conditions of loan issuance, or other major changes in the situation occur, the loan may be suspended, reduced or canceled, and the borrower will be notified.

2. The loan under this contract must be used in accordance with the loan purpose stipulated in this contract. The borrower shall not misappropriate or squeeze the loan for investment in fixed assets, equity and other investments, and shall not be used for the fields and purposes prohibited by the state for production and operation, or for other purposes. Activities not eligible for working capital borrowing purposes.

Article 2 Loan Interest Rate and Interest Calculation Method

1. Unless otherwise stipulated in this contract, the loan interest under this contract shall be calculated and charged according to the actual withdrawal amount and the number of days occupied from the date the lender grants the loan. The number of occupied days includes the first day and excludes the last day. Daily interest rate = monthly interest rate / 30, monthly interest rate = annual interest rate / 12.

2. The lender has the right to pay the unpaid loan principal due to the borrower (the term “expiration” in this contract includes the situation where the lender announces that the loan expires in advance). The overdue interest rate is calculated and charged according to the actual overdue days until the borrower repays the principal and interest.

3. If the borrower fails to use the borrowed funds for the agreed purpose, the lender shall have the right to calculate and collect the penalty interest according to the actual number of days of default according to the embezzlement penalty interest rate stipulated in this contract from the date of default on the loan amount used by the lender. until the borrower repays the principal and interest.

4. For the interest (including normal interest, overdue penalty interest and misappropriation of penalty interest) that the borrower fails to pay on time, the lender shall collect compound interest according to the overdue penalty interest rate stipulated in this contract and based on the actual overdue days from the date of overdue.

5. The interest rate market is paralyzed After the loan under this contract is released, if there is no applicable LPR (for RMB) or LIBOR/HIBOR/SIBOR (for foreign currency) interest rate on the quotation date of the relevant interest period, the borrower shall negotiate with the lender to determine the alternative interest rate; If an agreement cannot be reached within five (5) banking business days after the negotiation begins, the borrower shall repay the entire loan principal and interest within thirty (30) banking business days from the date of inability to reach an agreement.

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Article 3 Withdrawal

1. Before making the first withdrawal, the borrower should meet the following conditions:

(1) Submit the withdrawal application form (see Annex 1 or Annex 2 of this contract for the format), the completed “Debit (Loan) Voucher” and other relevant documents according to the time and method agreed in this contract;

(2) This contract and the corresponding guarantee contract (if any) have been signed and remain valid, and the security right has been effectively established;

(3) Submit the borrower’s current valid business license, company articles of association, and recent financial statements on the date of withdrawal (including but not limited to the annual financial report and current statement audited by a certified public accountant in the previous year);

(4) Submit the borrowing resolution made by the Borrower’s board of directors/shareholders’ meeting or other institutions with the same effect, the letter of authorization from the legal representative to the authorized representative, and the original signature samples of the legal representative and the authorized representative;

(5) The borrower has opened relevant accounts with the lender according to the requirements of the lender;

(6) The borrower has fulfilled the obligations stipulated in this contract, and there is no event of breach of contract stipulated in this contract;

(7) Other documents or conditions required by the Lender.

2. Except for the first withdrawal, before each withdrawal, the borrower shall meet the following conditions:

(1) Submit the withdrawal application form (see Annex 1 or Annex 2 of this contract for the format), the completed “Debit (Loan) Voucher” and other relevant documents according to the time and method agreed in this contract;

(2) The representations and warranties made by the Borrower under this contract remain valid;

(3) The borrower has fulfilled the obligations stipulated in this contract, and there is no event of breach of contract stipulated in this contract;

(4) Other documents or conditions required by the Lender.

3. Withdrawal

(1) The borrower shall make a one-time withdrawal or instalment withdrawal according to the withdrawal plan agreed in this contract, and submit a withdrawal application to the lender three (3) bank business days before the expiration of each withdrawal date. (See Annex 1 or Annex 2 of this contract for the format) to go through the withdrawal procedures;

(2) If the borrower needs to postpone or change the date of withdrawal, it shall obtain the consent of the lender three (3) bank business days before the date of withdrawal, and the lender has the right to require the borrower to pay Interest loss received (interest loss = interest on delayed withdrawal period - interest on demand deposits in the same period);

(3) If the borrower requests to cancel all or part of the undrawn loan, it shall apply to the lender three (3) business days before the date of withdrawal or expiration of the withdrawal period;

(4) The lender has the right to cancel the undrawn loan if the borrower fails to go through the withdrawal procedures within the specified withdrawal date or within the withdrawal period and fails to apply for a delayed withdrawal;

The Lender has the right to waive one or more of the above withdrawal conditions without prejudice to any rights the Lender has under this contract.

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Article 4 Account Opening and Management

1. The Borrower should have opened a general settlement account and a fund withdrawal account with the Lender when signing this contract (see Part 1 of this contract), as well as the special account for working capital loans (if any) agreed by both parties. The Borrower agrees to the Lender to monitor the aforementioned account of the Borrower.

2. If a special account for working capital loans has not been opened, the general settlement account is used to account for the issuance and payment of loan funds applied by the borrower at the lender.

If a special account for working capital loan is opened, the special account for working capital loan is used to calculate the loan fund release and loan fund payment applied by the borrower at the lender, and the funds in the account will be interest-bearing as demand deposits. The borrower agrees that, in addition to the borrower’s reserved seal, the special account for working capital loans shall also reserve the lender’s special seal for the supervision of loan fund payment. Without the written consent of the lender, the borrower cannot arbitrarily change the reserved seal of the special account for working capital loans.

3. The borrower confirms that the fund withdrawal account is the income account and repayment reserve account under this contract. The borrower’s income cash flow or the borrower’s overall cash flow should go into the fund withdrawal account.

The Borrower warrants that, on each principal and interest repayment date under this contract and within three (3) days before it, the balance of funds in the Borrower’s repayment reserve account shall not be less than the amount that the Borrower should repay the principal and interest in the current period. amount. The Borrower agrees that, on each principal and interest repayment date and within three (3) days prior to it, the Lender shall have the right to make any claims that the Borrower will cause the capital balance in the repayment reserve account to be lower than the current principal and interest repayment amount. The payment behavior is restricted or refused to ensure that the fund balance in the repayment reserve account is sufficient to pay the current principal and interest repayment.

The lender has the right to monitor the fund withdrawal account, and when the fund flow in the fund withdrawal account is abnormal, the lender has the right to find out the reasons for the borrower and take corresponding measures.

Article 5 Payment Supervision

1. The Borrower agrees that the Lender has the right to manage and control the payment of the loan funds by means of the Lender’s entrusted payment or/and the Borrower’s own payment, so as to supervise the use of the loan funds for the purposes agreed in this contract.

Entrusted payment by the lender means that the lender, according to the borrower’s withdrawal application and payment entrustment, pays the loan funds through the borrower’s account to the borrower’s transaction object that meets the purpose stipulated in this contract.

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Borrower’s self-payment means that after the lender releases the loan funds to the borrower’s account according to the borrower’s withdrawal application, the borrower autonomously pays to the borrower’s transaction object that meets the purpose stipulated in the contract.

2. The borrower agrees that, if the borrower and the lender are newly established credit business relationship, the borrower’s credit status is general or the payment object is clear and the single payment amount exceeds the amount agreed in this contract (refer to the first part of this contract). or other circumstances determined by the Lender, the Lender’s entrusted payment method shall be adopted.

If the borrower’s entrusted payment method is adopted, the lender has the right to review whether the payment object, payment amount and other information listed in the payment application provided by the borrower are consistent with the corresponding commercial contract and other certification materials according to the loan purpose stipulated in the loan contract. After review and approval, the lender pays the loan funds to the borrower’s transaction object through the borrower’s account.

3. When the borrower applies to the lender for external payment of loan funds, it shall submit the certification materials that meet the requirements of the lender, including but not limited to:

(1) Documents certifying that the purpose of payment conforms to the purpose stipulated in this contract;

(2) Business contracts and written documents that truly reflect the borrower’s payment obligations. For fees that must be paid without signing a contract, the charging policy and standard approved by the competent department shall be provided;

(3) If the corresponding invoice or receipt cannot be obtained at the same time as payment, the borrower shall timely submit the corresponding invoice or receipt after payment is completed;

(4) Legal and valid payment vouchers;

(5) Other documents required by the lender.

The Lender has the right to waive one or more of the above-mentioned supporting materials without prejudice to any rights of the Lender under this contract.

4. To open a special account for working capital loans, the borrower shall submit a withdrawal application form (see Annex 1 of this contract for the format) to the lender three (3) bank business days prior to the withdrawal date, and at the same time propose that the borrower shall adopt the loan application form. The entrusted payment method is also the borrower’s own payment method. The borrower confirms that the lender has the right to review whether the relevant information of the borrower meets the payment conditions stipulated in this contract, and has the right to decide the payment method of the corresponding loan.

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If a special account for working capital loans is opened and the payment method is entrusted by the lender, the borrower shall submit to the lender a payment application stamped with the borrower’s seal of the special account for working capital loans within three (3) bank business days before the payment date. The lender has the right to check whether the relevant information of the borrower conforms to the payment conditions stipulated in this contract. If the lender approves it, it shall affix the special seal for the supervision of loan fund payment on the payment voucher and make payment to the outside world. If the borrower’s self-payment method is adopted, the borrower shall submit a payment application (see Annex 3 of this contract for the format) and relevant materials to the lender three (3) bank business days in advance, and the lender has the right to review whether the relevant materials submitted by the borrower are meet the conditions stipulated in this contract. If the lender approves after review, the borrower fills in the payment voucher (the amount of each summary payment voucher cannot exceed the entrusted payment amount of the lender agreed in this contract). After review, the lender affixes the special seal for the supervision of loan fund payment to the aggregate payment voucher, and transfers the corresponding funds to the general settlement account of the borrower.

5. If the borrower’s self-payment method is adopted, the borrower shall report the self-payment of borrowed funds to the lender on a monthly basis. The lender has the right to check whether the borrower’s loan payment conforms to the agreed purpose and payment method through account analysis, voucher inspection, on-site investigation, etc.

6. The borrower confirms that it shall pay the lender the remittance and transfer fee arising from the payment of the loan funds. When the remittance and transfer fee occurs, the lender has the right to directly deduct the actual amount.

7. In the process of loan issuance and payment, if the borrower has any of the following circumstances, the lender has the right to require the borrower to supplement the withdrawal conditions and payment conditions, or change the loan payment method, and stop the issuance and payment of loan funds:

(1) Deterioration of credit standing;

(2) The profitability of the main business is not strong;

(3) Abnormal use of loan funds.

Article 6 Repayment

1. The borrower shall repay the loan principal, interest and related expenses in a timely and full amount according to the repayment plan agreed in this contract. The Borrower hereby irrevocably authorizes the Lender to have the right to take the initiative to deduct the aforementioned amount from the account opened with the Lender on the due date of the loan or when the conditions stipulated in this contract are met, to repay the Lender’s claims.

2. If the borrower repays the loan in advance, it shall submit a written application to the lender before the tenth (10) bank business day before the expected repayment date, and obtain the lender’s written consent. Without the prior written consent of the lender, the borrower shall still repay the principal and interest in accordance with the time limit and interest rate stipulated in the contract.

Early repayment with the consent of the lender shall be deemed as the early maturity of the loan. In this case, the lender also has the right to require the borrower to pay a certain amount of liquidated damages according to the contract (see Part I of this contract).

For early loan repayment, interest shall be calculated according to the actual number of days used by the borrower, and shall be repaid together with the principal; the principal amount of early loan repayment shall not be less than the limit stipulated in the first part of the wooden contract. The wood money returned by it shall be written off against the loan principal according to the reverse order of the repayment plan agreed in this contract.

3. If the borrower is unable to repay the loan on time due to legitimate reasons, it shall apply to the lender for loan extension before the 30th (30th) bank business day of the repayment period stipulated in this contract, and prepare the necessary materials to handle the relevant matters. Extension procedures. If the loan under this contract is guaranteed, mortgaged or pledged, the guarantor, mortgagor and pledgor shall issue a written consent certificate. The lender decides whether to agree to the extension. If the borrower does not apply for the extension or the application for extension is not approved by the lender, the loan will be transferred to the overdue loan from the day after the due date.

4. Any loan funds that have been repaid by the borrower shall not be redrawn.

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Article 7 Representations and warranties

The Borrower makes the following representations and warranties to the Lender, which are made when this Contract is signed and shall continue to be effective during the term of this Contract.

1. The borrower is an enterprise (institution) legal person or other economic organization established in accordance with its applicable laws, with independent legal personality, complete financial system and repayment ability, and has the right to conclude and perform this contract according to law.

2. The borrower has the right to sign this contract, and has completed all authorizations and approvals from the shareholders’ meeting, the board of directors or other competent bodies required to sign this contract and perform its obligations under this contract. All clauses of this contract are the true representation of the borrower and are legally binding on the borrower.

3. The signing and performance of this contract does not violate the laws that the borrower should abide by (the laws under this contract include the laws, regulations, rules, local regulations, judicial interpretations, etc., which the borrower should abide by, the same below), competent authorities relevant documents, judgments, and awards, nor are they inconsistent with the Borrower’s Bylaws or any contract, agreement or any other obligation it has entered into.

4. The borrower warrants that all financial statements (if any) issued by it comply with the provisions of its applicable laws, and that the statements truthfully, completely and fairly reflect the borrower’s financial situation.

5. All materials, documents, and information (including but not limited to business license items, approval documents, feasibility study reports, self-assessment, and self-assessment) provided by the Borrower to the Lender including itself and the guarantor when signing and performing this Agreement. Fund-raising implementation certificates, financial statements, etc.) are true, valid, accurate and complete without any concealment or omission.

6. The borrower undertakes to complete the filing, registration or other formalities required for the validity and legal performance of this contract.

7. Since the last audited financial statement was issued, there has been no material adverse change in the borrower’s operating conditions and financial conditions.

8. Strictly abide by the laws and regulations in business activities, carry out various businesses in strict accordance with the borrower’s business license or the business scope approved by law, go through the registration and annual inspection procedures on time, have legal and compliant production and operation, and have the ability to continue operations. Have a legitimate source of repayment.

9. Not to give up any due creditor’s rights, nor to dispose of the existing main property for free or in other inappropriate ways.

10. The borrower has disclosed to the lender the facts and conditions (including but not limited to operating conditions, financial conditions, external guarantees, etc.) that are known or should be known to the lender and are important for the lender to decide whether to grant the loan under this contract.

11. The borrower guarantees that its credit status is good and there is no major bad record.

12. The Borrower warrants that there are no other circumstances or events that have or may have a material adverse impact on the Borrower’s ability to perform.

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Article 8 Agreed matters

The Borrower and the Lender agree as follows:

1. The borrower promises to operate in accordance with the law, and to use the loan for the purpose agreed in this contract, and not to use it for other purposes. The borrower shall regularly provide various relevant financial and accounting materials including monthly and annual statements as required by the lender, and actively cooperate with the lender to supervise the use of the loan and the operation of the borrower. Lenders can check and supervise the use of loans in various ways at any time.

2. The borrower shall repay the principal and interest of the loan under this contract in accordance with the time, amount, currency and interest rate stipulated in the “Loan (Loan) Certificate” in the application form of this contract.

3. The Borrower warrants that, in the event of or about to occur any event that is sufficient to have a material adverse impact on the Guarantor’s financial status or its ability to perform its guarantee obligations, the Borrower will promptly provide a new guarantee approved by the Lender.

4. The borrower undertakes that the borrower will not take the following actions without the written consent of the lender:

(1) Transfer (including sale, gift, mortgage, exchange, etc.), mortgage, pledge or otherwise dispose of all or most of its material assets;

(2) Contracting, joint operation, major foreign investment, change of actual controller or major shareholder, shareholding reform, merger (merger), joint venture (cooperation), division, equity transfer, substantial increase in debt financing, establishment of subsidiary companies, transfer of property rights , capital reduction, suspension of business, dissolution, filing for bankruptcy, reorganization or cancellation, and other acts that may affect the borrower’s ability to repay;

(3) To provide a third party with a guarantee sufficient to have a material adverse effect on its financial position or its ability to perform its obligations under this contract;

(4) Pay off other long-term debts ahead of schedule and may have a material adverse impact on the borrower’s ability to perform its obligations under this contract;

(5) Sign contracts/agreements that have a material adverse effect on the borrower’s ability to perform its obligations under this contract or undertake relevant obligations that have such an impact.

5. The Borrower undertakes that when the following events occur, the Borrower will immediately notify the Lender on the date of the event, and deliver the original of the relevant notice to the loan within five (5) bank business days from the date of the event. person (with official seal);

(1) Relevant events occurred that caused the representations and warranties made by the Borrower in this contract to be untrue, inaccurate or invalid.

(2) The borrower or its controlling shareholder, actual controller or its affiliates is involved in litigation, arbitration or its assets have been seized, sealed up, frozen, enforced or taken other measures with the same effect, or its legal representative/ The person in charge is involved in litigation, arbitration or other compulsory measures;

(3) The borrower’s legal representative or its authorized agent, person in charge, chief financial officer, correspondence address, enterprise name, office space, etc. have changed;

(4) Application for reorganization, bankruptcy by other creditors, or revocation by the higher authorities;

(5) Other material adverse events that may affect the borrower’s solvency have occurred.

6. The borrower promises not to violate the normal order and give priority to other loans, and will not sign any contract or agreement that will cause the loan under this contract to be subordinate now and in the future.

7. The borrower shall repay and pay the principal and interest of the loan under this contract in the same currency as far as possible. In the event that the borrower repays the debts in different currencies, the borrower shall, or authorize the lender to convert the funds in different currencies into the currency of the loan under the cost contract according to the method specified in the “Deduction Agreement” of this contract to repay the debt. Principal and interest, and the resulting expenses shall be borne by the borrower. When the guarantor repays the debt on behalf of the borrower with funds in different currencies, it shall be “deducted” from the guarantee contract, and the resulting expenses shall be borne by the borrower.

8. When the guarantee under this contract encounters specific circumstances or changes, the borrower shall promptly provide other guarantees recognized by the lender in accordance with the requirements of the lender. The specific circumstances or specific changes include, but are not limited to, the guarantor’s cessation of production, closure of business, dissolution, suspension of business for reorganization, revocation or revocation of business license, application or application for reorganization, bankruptcy, major changes in business or financial conditions, involving major litigation or Arbitration cases, legal representatives, directors, supervisors, and key management personnel involved in the case, the value of collateral has decreased or may be reduced, or property preservation measures such as seizure are taken, breach of contract under the guarantee contract, and request to rescind the guarantee contract, etc.

9. The lender has the right to conduct on-site or off-site due diligence on the borrower, and conduct post-loan inspections on the borrower’s operating conditions, financial conditions, external guarantees, use of borrowed funds, and repayment. The borrower is obliged to actively cooperate. Lenders conduct loan payment management, post-loan management and related inspections.

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10. The lender has the right to withdraw the loan funds under this contract in advance according to the borrower’s fund withdrawal situation.

11. Special agreements regarding group customers (applicable to group customers).

If the borrower of this contract is a group customer, the borrower hereby undertakes:

(1) The borrower shall promptly report the related party transactions of more than 10% of the actual trustee’s net assets, including:

① the relationship between the parties to the transaction; ② the transaction items and nature of the transaction; ③ the amount of the transaction or the corresponding proportion; ④ pricing policy (including transactions with no amount or only a nominal amount).

(2) If the actual trustee has the following circumstances, it is deemed that the borrower has breached the contract, and the lender has the right to unilaterally decide to cancel the customer’s unused credit line, and withdraw some or all of the used credit line or require the customer to add to 100 % Deposit:

①  Providing false materials or concealing important business and financial facts;

② Change the original purpose of the credit without the consent of the lender, misappropriate the credit or use the bank credit to engage in illegal or illegal transactions;

③ Using false contracts with related parties to discount or pledge creditor’s rights such as bills receivable and accounts receivable without actual trade background to the bank to arbitrage bank funds or credit;

④ Refusing to accept the lender’s supervision and inspection of the use of credit funds and related business and financial activities;

⑤ There are major mergers, acquisitions and reorganizations that the lender believes may affect the security of credit granting;

⑥ Those who intend to evade the bank’s creditor’s rights through affiliated transactions.

12. Special guarantees, commitments and covenants on green credit (applicable to nuclear power plants, large hydropower plants, water conservancy projects, resource extraction projects, etc. whose construction, production, and business activities may seriously change the original state of the environment, and the resulting adverse environmental and social consequences are not easy to achieve Eliminated borrowers, as well as oil processing, coking and nuclear fuel processing, chemical raw materials and chemical manufacturing and other construction, production, and business activities that will have adverse environmental and social consequences but are easier to eliminate through mitigation measures):

(1) The Borrower represents and warrants to manage environmental and social risks, including:

① Internal management documents related to environmental and social risks meet the requirements of laws and regulations and are effectively implemented;

② There are no major lawsuits involving environmental and social risks;

(2) The Borrower undertakes to accept the Lender’s Qualification and strengthen the management of environmental and social risks, including:

① Commit to compliance with all behaviors and performances related to environmental and social risks;

② Commitment to establish and improve the internal management system for environmental and social risks, and specify in detail the responsibilities, obligations and punishment measures of the relevant responsible persons of the borrower;

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③ Commitment to establish and improve emergency response mechanisms and measures for environmental and social risk emergencies;

④ Commitment to set up special departments and/or designate special personnel to be responsible for environmental and social risk matters;

⑤ Commitment to cooperate with the lender or its approved third party in the assessment and inspection of the borrower’s environmental and social risks;

⑥ In the face of strong doubts from the public or other stakeholders on the borrower’s performance in controlling environmental and social risks, undertake to respond appropriately or take other necessary actions;

⑦ Commitment to supervise and urge the borrower’s vital related parties to strengthen management to prevent the environmental and social risks of related parties from being transmitted to the borrower;

⑧ Commitment to perform other matters that the lender considers related to the control of environmental and social risks;

(3) The borrower undertakes to promptly and fully inform the lender when the following situations occur:

① All kinds of permits, approvals and approvals related to environmental, social and risks in the process of start-up, construction, operation and shutdown;

② The assessment and inspection of the borrower’s environmental and social risks by the environmental and social risk supervisory agency or its recognized agencies;

③ The supporting construction and operation of environmental facilities;

④ The discharge and compliance of pollutants;

⑤ The safety and health of employees;

⑥ Major complaints and protests against borrowers by neighboring communities;

⑦ Significant environmental and social claims;

⑧ Significant circumstances that other lenders consider to be related to environmental and social risks;

(4) If the borrower and the actual credit giver have the following circumstances, the borrower shall be deemed to have breached the contract under this contract:

① The borrower’s statements, guarantees and commitments regarding environmental and social risk management have not been conscientiously fulfilled;

② The borrower is punished by the relevant government departments due to poor management of environmental and social risks;

③ The borrower is strongly questioned by the public and/or the media due to poor environmental, social and risk management;

④ Other default events related to environmental and social risk management agreed between the lender and the borrower, including cross default events;

In the event of the above default events of the borrower, the lender has the right to unilaterally decide:

① Cancel the credit commitment that has been made;

② Suspend the disbursement of the loan until the borrower has taken rescue measures to the satisfaction of the lender;

③ Recover the disbursed loan in advance;

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④ When the loan cannot be repaid, exercising the relevant mortgage and pledge rights and other penalties in advance;

⑤ Other punishments agreed by the lender and the borrower.

13. About anti-money laundering agreements. The Borrower confirms and agrees that the Lender has the right to conduct a money laundering risk assessment of the transactions involved in this contract in accordance with applicable anti-money laundering laws and regulations and internal management requirements. If the Lender has reasonable grounds to suspect that the Borrower and/or the transactions under this Contract are suspected of participating in money laundering, terrorist financing or (large-scale) In case of violations of laws and regulations such as the financing activities of weapons of death), or tax evasion, the lender has the right to take necessary control measures in accordance with the anti-money laundering regulations of the People’s Bank of China. At the same time, the lender has the right to directly restrict or suspend all or part of the business under this contract without notifying the borrower, the right to announce the early maturity of the loan, the right to terminate this contract, and the right to require the borrower to pay the lender all losses incurred.

14. The borrower agrees and irrevocably authorizes: the lender has the right to, on the premise of not violating the prohibitive provisions of the Regulations on the Administration of Credit Information Industry and relevant laws and regulations, according to the collection requirements of the basic database of financial credit information established by the state. Provide information about all contracts/agreements/commitments signed by the borrower and the lender, including the information related to the performance of all the above-mentioned contracts/agreements/commitments, as well as the basic enterprise information and other information provided by the borrower, to the State Establishment The basic database of financial credit information is available for inquiries and use by entities qualified for inquiries; at the same time, lenders also have the right to inquire and use the credit information about borrowers that have been entered into the basic database of financial credit information established by the state. The authorization matters cover all aspects of the lender’s necessary business management of the business under this contract before and after the signing of this contract, and the validity period will expire with the actual termination of this contract.

15. The Borrower hereby confirms that it has fully understood and understood the Lender’s position against the Lender’s opposition to its employees taking advantage of their positions to seek benefits in any form, and promises to avoid such situations in line with the principle of integrity and fairness, and not to privately disclose to the Lender’s employees. Provide any form of rebates, gifts, securities, valuables, various incentives, compensation for private expenses, private travel, high-consumption entertainment and other improper benefits.

Article 9 Deduction Agreement

1. The borrower agrees that when any debt related to the loan under this contract is due and payable, the lender has the right to directly deduct the funds in the repayment reserve account opened by the borrower in Shanghai Pudong Development Bank Co., Ltd. Repay the debts due and payable. If the funds in the repayment reserve account are not enough to repay the debt, the lender has the right to deduct the funds in any other account opened by the borrower in any branch of Shanghai Pudong Development Bank Co., Ltd.

2. The lender has the right to choose to use the proceeds to repay the loan principal, interest or other expenses. If there are multiple debts that are not paid when due at the same time, the lender shall decide the repayment order of the debts.

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3. If the deduction proceeds are inconsistent with the currency to be repaid, it shall be dealt with in the following ways:

(1) If the currency of the loan is RMB, the principal and interest of the loan shall be repaid after settlement and conversion into RMB in accordance with the purchase price of the currency of the deducted amount and the applicable RMB for the deduction announced by the lender at the time.

(2) If the loan currency is non-RMB, and the deduction currency is RMB, then the borrower will directly convert it into the loan currency according to the selling price of the loan currency and the RMB exchange rate announced by the lender at the time of deduction and deduction. loan principal and interest.

(3) If the currency of the loan and the currency of deduction are not RMB and are inconsistent, the currency of the deduction and the purchase price of the exchange of RMB shall be settled and converted into RMB according to the currency of the deduction and the applicable currency announced by the lender at the time of the deduction. The principal and interest of the loan shall be repaid after the foreign exchange purchased and converted into the loan currency according to the selling price announced by the lender on the day of the loan currency and RMB conversion.

Article 10 Proof of Debt

The Lender shall, in accordance with its usual business practice, maintain in its accounting books the accounting accounts related to the business activities involved in this contract to prove the loan amount of the Lender. The valid proof of the borrower’s recognition of the creditor’s rights in this contract shall be the accounting vouchers or other valid proof materials issued and recorded by the lender in accordance with its own business regulations.

Article 11 Agreed delivery address

1. The Lender confirms that the address listed on the first page of this contract is the valid delivery address, and the notices served by the Borrower directly or by mail to the Lender under this contract shall be sent to the address listed on the first page of this contract, Until the lender announces a change of the address. The Borrower agrees that all notices it sends to the Lender shall be deemed given when actually received by the Lender.

2. The borrower confirms that the address and delivery information such as fax and e-mail listed on the first page of this contract are valid mailing or electronic delivery addresses. Legal notices, notices and other documents issued under this contract during non-litigation, as well as letters, subpoenas, notices, etc. Documents shall be deemed to have been served as long as they are sent by post or electronically by fax or e-mail to the mailing or electronic service address listed on the first page of this contract. date provisions. The above-mentioned change of mailing or electronic service address will not take legal effect unless the Lender is notified in advance, and the service address confirmed in this contract is still regarded as a valid service address.

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Article 12 Event of Default and Handling

1. Event of Default

Any of the following circumstances constitutes a default by the borrower to the lender:

(1) Any representations and warranties made by the Borrower in this Contract or any notices, authorizations, approvals, consents, certificates and other documents made in accordance with or in connection with this Contract are incorrect or inaccurate at the time of making them. Misleading, or proven to be incorrect or misleading, or proven to be invalid or revoked or have no legal effect.

(2) The Borrower has violated the “Other Matters Agreed by Both Parties” (if any) in Part I of this contract or any of the agreed items in Article 8 of Part II.

(3) The borrower has a major cross-default event, including but not limited to the borrower’s breach of any other loan contract or agreement signed by the borrower; of debt.

(4) Investors of the borrower withdraw funds, transfer assets or transfer equity without authorization.

(5) The guarantor has or will no longer have the ability to provide the guarantee corresponding to the loan, or violates the guarantee document signed by the guarantor.

(6) The borrower suspends business, suspends production, suspends business, suspends business for rectification, reorganization, liquidation, is taken over or under trusteeship, dissolves, has its business license revoked or cancelled, or goes bankrupt.

(7) The borrower’s or guarantor’s financial condition deteriorates, the operation is seriously difficult, or an event or circumstance occurs that adversely affects its normal operation, financial condition or solvency.

(8) The borrower or its controlling shareholder, actual controller or its affiliates has been seized, sealed up, frozen, enforced or taken other measures with the same effect when it is involved in major litigation, arbitration or its major assets, or its legal representative Persons/principals, directors, supervisors or senior managers are involved in litigation, arbitration or other coercive measures which adversely affect the solvency of the borrower.

(9) Failure to repay the principal and interest on time or to use the loan for the agreed purpose.

(10) Failure to pay the loan funds in the agreed manner.

(11) The documents and information submitted for the loan application are false or incorrect.

(12) Failure to meet or exceed the constraints of the relevant financial indicators stipulated in this contract.

(13) On any principal and interest repayment date under this contract and within three (3) days before it, the fund balance in the repayment reserve account is lower than the borrower’s current principal and interest repayment amount.

(14) The capital flow in the general settlement account/fund withdrawal account is abnormal.

(15) The Borrower has other acts in violation of this contract that are enough to hinder the normal performance of this contract, or other acts that damage the legitimate interests of the Lender.

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2. Handling of breach of contract

(1) When one or more of the default situations listed in the preceding paragraph occur, the lender may take one or more of the following measures:

① The borrower is required to make corrections within a time limit.

② Cancel the borrower’s unused loan, and stop issuing and paying the borrower’s unused loan.

③ Announce that all or part of the principal of the loan under this contract will expire immediately in advance, and demand that part or all of the loan be repaid immediately, the owed interest should be settled, and the guarantor or the borrower will be immediately recourse through various forms.

④ Penalty interest and compound interest will be charged for overdue loans and misappropriation of loans.

⑤ Debit or debit from any account opened by the borrower in each branch of Shanghai Pudong Development Bank Co., Ltd.

⑥ The borrower is required to supplement the loan issuance and payment conditions, or change the loan payment method.

⑦ Require the borrower to provide other guarantees approved by the lender.

⑧ Other necessary measures prescribed by law.

(2) In addition to the above measures, the Lender may also require the Borrower to assume the liability for breach of contract, and require the Borrower to pay a penalty for breach of contract (see the first part of this contract for the calculation of the penalty for breach of contract). If the liquidated damages are insufficient to cover the losses suffered by the lender, the borrower shall compensate the lender for all losses suffered thereby.

(3) If the borrower fails to repay the principal and interest in full and on time, it shall also bear all the expenses paid by the lender to realize the creditor’s rights and security rights, including but not limited to collection fees, litigation fees, attorney fees, travel expenses and various other fees payable.

Article 13 Effective change and cancellation

1. This contract is signed (or sealed) by the legal representative of the borrower or its authorized agent and stamped with the official seal, and signed (or sealed) by the legal representative (person in charge) of the lender or its authorized agent and signed (or sealed) It will take effect after being affixed with the official seal (or the special seal of the contract), and will terminate after all the creditor’s rights under this contract are paid off.

2. After this contract comes into effect, neither party to the contract shall modify or terminate this contract without authorization. If it is necessary to change or cancel, both parties to this contract shall reach an agreement through negotiation and reach a written agreement.

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Article 14 Other Terms

1. Definition

(1) The term “total creditor’s rights” in this contract refers to the loan principal, interest, liquidated damages and various expenses incurred in realizing the creditor’s rights.

(2) The term “interest” in this Agreement includes interest, penalty interest and compound interest.

(3) The term “banking business day” as mentioned in this contract refers to the business day when the lender’s domicile of the lender is usually open for business, excluding Saturdays, Sundays (except those that are open for business due to holiday adjustments) or other business days. statutory holidays.

2. Applicable Law

This contract is governed by the laws of the People’s Republic of China (for the purpose of this contract, the laws of the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the Taiwan Region are not included here) and shall be construed accordingly.

3. Dispute Resolution

All disputes related to this contract shall be resolved through friendly negotiation; if the negotiation fails, a lawsuit shall be filed in the people’s court where the lender is located. During the dispute, the parties shall continue to perform the terms not involved in the dispute.

4. Miscellaneous

(1) For matters not covered in this contract that need to be supplemented, both parties may agree and record them in the first part of this contract, or they may reach a separate written agreement as an appendix to this contract. The annexes to this contract (see Part I of this contract) are an integral part of this contract and have the same legal effect as the main body of this contract.

(2) During the validity period of this contract, the Lender’s grace or delay in taking any action against the Borrower’s default or other acts shall not damage, affect or restrict all the rights or interests that the Lender shall enjoy as a creditor in accordance with the law or this contract. , nor as the lender’s approval of the borrower’s breach of this contract, nor as the lender’s waiver of the right to take action against the borrower’s existing or future breach of contract.

(3) The invalidity of one clause of this contract does not affect the validity of other clauses of the contract. When this contract is invalid for whatever reason, the borrower shall still be responsible for repaying all debts owed to the lender under this contract. In the event of the above situation, the lender has the right to terminate the execution of this contract immediately, and can immediately recover from the borrower all debts owed by the borrower under this contract.

(4) The Lender may assign all or part of its rights and/or obligations under this Contract, and in this case, the Assignee shall enjoy and/or assume the Borrower’s rights as a party to this Contract the same rights and/or obligations. After receiving the notice from the lender about the assignment of the creditor’s rights, the borrower shall be liable to the assignee in accordance with the stipulations of this contract.

(5) Unless otherwise specified in this contract, the relevant terms and expressions in the appendix of this contract have the same meaning as this contract.

(6) The headings under this contract are for reference only and are not the basis for the content under the headings.

(No text below this page)

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(This page is the signature page, no text)

This contract is signed by the following Borrower and Lender on July 15, 2021. The Borrower confirms that when signing this contract, both parties have explained and discussed all the terms in detail, both parties have no doubts about all the terms of the contract, and have accurate legal meanings of the parties’ rights, obligations, and liability limitations or exemption clauses. Unmistakable understanding.

Borrower (official seal): Shenzhen Taibit Technology Co., Ltd.

Legal representative or authorized agent (signature or seal): Wentao Ge

Lender (official seal or special contract seal): Shanghai Pudong Development Bank Co., Ltd. Shenzhen Branch

Legal representative/person in charge or authorized agent (signature or seal): Tianshou Wang

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attachment1:

Application for Withdrawal of Funds under the Working Capital Loan Contract

(Applicable to unopened special account for working capital loan)

serial number:

Shanghai Pudong Development Bank Co., Ltd. __________,

In view of the fact that our company and your bank signed the “Liquid Capital Loan Contract” (hereinafter referred to as the “Loan Contract”) numbered [ ] on ___, ___, __ The company intends to withdraw the _______ batch of funds on ___, ___, ___, ___ (currency) _ _________ yuan.

According to the provisions of the loan contract, the amount should be paid to the general settlement account opened by the borrower in Shanghai Pudong Development Bank Co., Ltd. The name of the account is: ____________________ and the account number is: ____________________________.

Our company hereby confirms that no event or circumstance has occurred as of the date of this application, which constitutes an event of default under the loan contract. Our company further confirms that all representations, warranties and commitments specified in the loan contract have been complied with and all applicable conditions precedent specified in the contract have been satisfied.

For the amount withdrawn this time, our company hereby applies to your bank to pay the loan funds in the following ways:

1.Entrusted payment methods of all lenders:

(1) Our company has submitted to your bank the following relevant materials that meet the stipulations in the loan contract:

□ Business contracts and written documents related to the purpose of the loan that truly reflect the borrower’s payment obligations;

□ If the corresponding invoice or receipt cannot be obtained at the same time of payment, the borrower shall timely submit the corresponding invoice or receipt after payment is completed;

□ Legal and valid payment vouchers;

□ Other___________________________________________________________________________

After reviewing and agreeing in accordance with the stipulations of the loan contract, your bank will transfer the borrowed principal to the following accounts of the transaction counterparty on __________, __________, __________ year according to the following requirements:

No. Amount Account Name Account Bank Account Number

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2. All borrowers pay by themselves:

Our company has submitted the following relevant documents to your bank in line with the loan contract:

□ Business contracts and written documents related to the purpose of the loan that truly reflect the borrower’s payment obligations;

□ Description of payment details: ___________________________________________________

□ Other __________________________________________________________________

3. Some lenders are entrusted to pay, and some borrowers pay by themselves:

(1) The principal amount of the loan proposed this time The amount that the lender is entrusted to pay is: _________________________________;

The amount paid by the borrower is: _________________________________

(2) I have provided the bank with the following relevant information in line with the contract:

□ Business contracts and written documents related to the purpose of the loan that truly reflect the borrower’s payment obligations;

□ If the corresponding invoice or receipt cannot be obtained at the same time as payment, the borrower shall promptly submit the corresponding invoice or receipt after payment is completed:

□ Legal and valid payment vouchers;

□ Explanation of payment details;

□ Other ____________________________________________________________________________________

(3) Your bank shall, after reviewing and agreeing in accordance with the stipulations of the loan contract, transfer the amount of the borrower’s entrusted payment from the loan principal to the following account of the transaction object on the date of ______

No. Amount Account Name Account Bank Account Number

Our company hereby confirms that the payment method adopted for the above loan will be subject to your bank’s review and confirmation, and your bank has the right to review and adjust the payment method according to the stipulations of the loan contract.

Please approve.

Applicant: (official seal)

Legal representative or his authorized agent: (signature or seal)

year month day

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Annex 2:

Application for Withdrawal of Funds under the Working Capital Loan Contract

(Applicable to opening a special account for working capital loans)

serial number:

Shanghai Pudong Development Bank Co., Ltd. ______________,

In view of the fact that our company and your bank signed the “Liquid Capital Loan Contract” (hereinafter referred to as the “Loan Contract”) numbered [ ] on _____, __ It is planned to withdraw the __ batch of funds on _____month____, that is, ____ (currency) _ ________ yuan.

According to the provisions of the loan contract, the amount should be paid to the special account for working capital loan opened by the borrower in Shanghai Pudong Development Bank Co., Ltd. The name of the account is: ____________________________, and the account number is: ____________________.

Our company hereby confirms that no event or circumstance has occurred as of the date of this application, which constitutes an event of default under the loan contract. Our company further confirms that all commitments stipulated in the loan contract have been complied with and all applicable conditions precedent stipulated in the contract have been satisfied.

Please approve.

Applicant: (official seal)

Legal representative or his authorized agent:

(signature or seal)

year month day

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Annex 3:

payment application

(Applicable to opening a special account for working capital loans)

serial number:

Shanghai Pudong Development Bank Co., Ltd. ___________,

In view of the fact that our company and your bank signed the “Working Capital Loan Contract” (hereinafter referred to as the “Loan Contract”) numbered [ ] on ________ According to the supervision agreement on the payment of funds in the account, our company hereby applies to your bank to pay external borrowing funds from the special account for working capital loans in the following ways:

1. The Lender’s entrusted payment method:

(1) Our company has submitted to your bank the following relevant materials that meet the stipulations in the loan contract:

□ Business contracts and written documents related to the purpose of the loan that truly reflect the borrower’s payment obligations;

□ If the corresponding invoice or receipt cannot be obtained at the same time of payment, the borrower shall timely submit the corresponding invoice or receipt after payment is completed;

□ Legal and valid payment vouchers;

□ Other ____________________________________________________________________________________

(2) Please request your bank to transfer the principal of the loan to the following account of the transaction object on the day of ______, ______, ______, ______, ______ month, according to the stipulations of the loan contract:

No. Amount Account Name Account Bank Account Number

2. The borrower’s own payment method:

(1) Our company has provided your bank with the following relevant information in line with the loan contract:

□ Business contracts and written documents related to the purpose of the loan that truly reflect the borrower’s payment obligations;

□ Other ________________________________________________________________________________

Payment details are as follows:

	Application for payment (purpose)	Payment amount(yuan)	Payment date
1
2
3
4
5
6
Aggregate Amount:

(2) Please review and approve the loan principal according to the agreement of the loan contract and transfer the loan principal to the general settlement account opened by our company in your bank according to the above-mentioned aggregated amount.

Please approve.

Applicant: (Reserved seal of special account for working capital loan)

year month day

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EX-10.14

Exhibit 10.14

Serial number：79192021280155

Working Capital Loan Contract

Contract version number：SPDB201912

Working Capital Loan Contract

Borrower: Shenzhen TBIT Technology Co., Ltd.

Main business address: Unit 1501-1508, Building B, SD Information Port Building, No. 2 Kefeng Road, Science and Technology Park, Yuehai Street, Nanshan District, Shenzhen

Contact: Sisi Li

Tel: 18682010310

Fax: /

E-mail: /

Lender: Shanghai Pudong Development Bank Co., Ltd. Shenzhen Branch

Main business address: Pufa Building, No. 88, Pucheng Road, Tianxin Community, Sungang Street, Luohu District, Shenzhen

Contact: Wang Xiaohe Tel: 8111 7081

Given:

Due to the needs of capital turnover, the borrower submits an application for working capital loan to the lender; upon review, the lender agrees to grant the loan in accordance with the terms and conditions of this contract. In order to clarify the rights and obligations of both parties, according to the relevant laws, regulations and rules of the People’s Republic of China, this contract is hereby concluded through consultation between the two parties for compliance.

At the same time, the borrower and the lender confirm the following primary terms (please select √ in the following box according to the situation, and mark × if not selected):

√ This contract is signed as an auxiliary financing document of the “Financing Quota Agreement” (hereinafter referred to as the Financing Quota Agreement) No. BC2021042800000432. After this contract takes effect, all its terms will be incorporated into the Financing Quota Agreement and will be part of it. (If the borrower has previously signed a financing line agreement, this item should be selected and the financing line agreement number should be indicated);

× This contract is an independent credit document signed between the borrower and the lender (if the borrower and the lender have not signed a financing line agreement, this item should be selected);

× The guarantor is aware that the loan purpose of this contract is to repay the original contract name: ________________________

Date Signed: ____________ Number: Loan under ________________________. (If the purpose of the loan is to borrow new to repay the old or to renew the loan, this item must be selected)

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PART 1 COMMERCIAL TERMS

1. Loan types: √Short-term working capital loan × Medium-term working capital loan

2. The loan amount under this contract is RMB (currency) three million yuan (the capitalized amount).

3. The specific purpose of the loan under this contract is: daily business turnover

4. The loan period under this contract is (please tick √ in the following box, if not, tick ×):

× From __year__month__day to __year__month__day:

√ One year (or 12 months) from the date of the first withdrawal.

The actual withdrawal date and repayment date are based on the dates recorded on the IOUs (loan vouchers) handled by both the lender and the borrower. The last repayment date shall not exceed the loan term stipulated in this contract. The IOU (loan certificate) is an integral part of this contract.

5. The interest rate of this combined loan is (please tick √ in the following box, if not, tick x):

√(1) RMB loan interest rate:

Each loan under this contract is calculated based on the one-year (term) loan market quoted interest rate (LPR) √+ x - 35BPS announced by the National Interbank Funding Center at the end of the day before the actual loan date. If the calculated interest rate is less than 0%, it will be implemented as 0%. (The interest rate quoted in the loan market is the annual interest rate, which can be inquired through the National Interbank Funding Center and the website of the People’s Bank of China).

After each loan is issued, if the interest rate quoted in the loan market is adjusted during the loan period, the loan interest rate (please select √ in the following box, or mark x if not selected):

√ No adjustment, fixed interest rate:

X The interest rate will be adjusted from the interest rate adjustment date, using the loan market quoted interest rate (LPR) of the above-mentioned agreed period in this article announced by the National Interbank Funding Center at the end of the day before the interest rate adjustment date as the base, the above-mentioned agreed interest rate floating points and calculation method constant. The specific interest rate adjustment dates are as follows (please tick √ in the following box, or tick x if not selected):

☐ Adjust the interest rate on an annual basis. The interest rate adjustment date is the corresponding day of the actual loan issuance date in the corresponding month of the next calendar year. If the actual loan issuance date does not have a corresponding day in the corresponding month of the next calendar year, the actual loan issuance date will be in the next calendar year. The last day of the corresponding month is the interest rate adjustment day;

☐ The interest rate is adjusted annually, and the interest rate adjustment date is January 1 every year;

☐ Adjust the interest rate according to the interest settlement date, and the interest rate adjustment date is the day after the interest settlement date;

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☐ The interest rate is adjusted quarterly, and the interest rate adjustment date is the __ day of the end of each quarter;

☐ The interest rate is adjusted on a monthly basis, and the interest rate adjustment date is __ day of each month;

☐ Other agreements (specific interest rate adjustment date): __________________

X (2) Foreign currency loan interest rate:

Each loan under this contract shall be calculated according to the (LIBOR/HIBOR/SIBOR) interest rate of ______ __________ (year/month/week) announced by the lender on the release date plus ________BPS.

After each loan under this contract is issued, the loan interest rate adjustment method is (please tick √ in the following box, if not, tick x);

☐ From the date of disbursement of each loan, the interest rate will be adjusted once every _____1/3/6/12) month according to the latest foreign currency interest rate of the corresponding day;

☐ Fixed interest rate, that is, the interest rate is not adjusted.

6. The loan interest settlement method under this contract is (please select √ in the following box, if not, tick x)

√ If the interest is settled on a monthly basis, the interest settlement date shall be the 20th (20th) day of each month;

X Interest is settled quarterly, and the interest settlement date is the twentieth (20) day of the last month of each quarter;

X Other way: __________________

And each repayment under this contract shall be settled with the principal.

7. The penalty interest rate under this contract is:

(1) The overdue penalty interest rate of this contract shall be subject to an additional 50% of the loan execution interest rate applicable on the day when the penalty interest is calculated and collected.

(2) The misappropriation penalty interest rate of the loan not used for the purpose stipulated in this contract shall be subject to an additional 50% of the loan execution interest rate applicable on the date of accruing the penalty interest.

8. The loan withdrawal period under this contract is from July 15, 2021 to August 15, 2021. The first of these withdrawals should be made by August 15, 2021.

9. The withdrawal plan for the loan under this contract is as follows (please tick √ in the following box, if not, tick x):

√ Please refer to the table below for the withdrawal plan:

No.	No. Withdrawal date	Withdrawal amount
1	July 22, 2021	RMB 3 million
2
3
4
5
6

X Other Withdrawal Plan Agreements: ___________________

10. The repayment plan of the loan under this contract is as follows (please tick √ in the following box, if not, tick x):

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√Please refer to the table below for the repayment plan:

No.	Repayment date	Repayment amount
1	July 22, 2022	RMB 3 million
2
3
4
5
6

X Other repayment plan agreement: ___________________

11. Liquidated damages for early repayment of the loan: equivalent to ___% of the total amount of the actual early repayment of the loan or ___ (currency) ___ yuan.

12. The principal amount of early repayment shall not be less than ___ (currency) ___yuan.

13. Account opening (Choose one of the following modes for RMB loans, select the special account mode for foreign currency loans, and tick x if not selected);

√Non-special account mode:

(1) The general settlement account opened by the borrower with the lender is:

Account Bank: Shanghai Pudong Development Bank

Account Name: Shenzhen TBIT Technology Co., Ltd.

Account number: 79100154740019325

(2) The fund withdrawal account opened by the borrower with the lender is:

Account Bank: Shanghai Pudong Development Bank

Account Name: Shenzhen TBIT Technology Co., Ltd.

Account number: 79100154740019325

X Special account mode:

(1) The special account for working capital loan opened by the borrower with the lender is:

Bank of Account: ________________________________________________________

Account Name: ______________________________________________________

account: ______________________________________________________

(2) The general settlement account opened by the borrower with the lender is:

Bank of Account: ________________________________________________________

Account Name: ______________________________________________________

account: ______________________________________________________

(3) The fund withdrawal account opened by the borrower with the lender is:

Bank of Account: ________________________________________________________

Account Name: ______________________________________________________

account: ______________________________________________________

14. The lender is entrusted to pay: the payment of the loan funds with a single payment exceeding (currency amount) RMB 10 million yuan should be paid by the lender entrusted to pay.

15. Guarantors and guarantee contracts that provide guarantee for the debts under this contract include but are not limited to:

√ Guarantor Wentao Ge and Sisi Li “Guarantee Contract” No. [ZB7919202100000016, ZB7919202100000017]

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√ Mortgage Sisi Li’s “Mortgage Contract” No. [ZD7919202100000006]

X Pledger’s “Pledge Contract” No. [  ]

X Other guarantees ________________________________________________________

16. Handling of breach of contract.

Liquidated damages: Equivalent to /% of the loan principal amount or /.

17. The annexes to this contract include:

(1) “Withdrawal Application”.

(2)”_______/______”.

(3) “_______/______”.

(4) “_______/______”.

(5) “_______/______”.

18. Other matters agreed by both parties.

The calculation method of the loan interest rate under this contract is the simple interest method.

19. This contract is made in quadruplicate, of which the borrower holds one copy and the lender holds three points, and each copy has the same legal effect.

(End of the first part)

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PART II GENERAL PROVISIONS

Article 1 Loan

1. The borrower irrevocably agrees and confirms that: the lender has the right to change due to changes in laws, regulations and policies, or be restricted by the government’s macro monetary policy or financial regulatory policy, or based on market conditions, capital positions and financial costs, its own business needs, If the borrower’s ability to perform or financial situation is considered to adjust or increase the conditions of loan issuance, or other major changes in the situation occur, the loan may be suspended, reduced or canceled, and the borrower will be notified.

2. The loan under this contract must be used in accordance with the loan purpose stipulated in this contract. The borrower shall not misappropriate or squeeze the loan for investment in fixed assets, equity and other investments, and shall not be used for the fields and purposes prohibited by the state for production and operation, or for other purposes. Activities not eligible for working capital borrowing purposes.

Article 2 Loan Interest Rate and Interest Calculation Method

1. Unless otherwise stipulated in this contract, the loan interest under this contract shall be calculated and charged according to the actual withdrawal amount and the number of days occupied from the date the lender grants the loan. The number of occupied days includes the first day and excludes the last day. Daily interest rate = monthly interest rate / 30, monthly interest rate = annual interest rate / 12.

2. The lender has the right to pay the unpaid loan principal due to the borrower (the term “expiration” in this contract includes the situation where the lender announces that the loan expires in advance). The overdue interest rate is calculated and charged according to the actual overdue days until the borrower repays the principal and interest.

3. If the borrower fails to use the borrowed funds for the agreed purpose, the lender shall have the right to calculate and collect the penalty interest according to the actual number of days of default according to the embezzlement penalty interest rate stipulated in this contract from the date of default on the loan amount used by the lender. until the borrower repays the principal and interest.

4. For the interest (including normal interest, overdue penalty interest and misappropriation of penalty interest) that the borrower fails to pay on time, the lender shall collect compound interest according to the overdue penalty interest rate stipulated in this contract and based on the actual overdue days from the date of overdue.

5. The interest rate market is paralyzed

After the loan under this contract is released, if there is no applicable LPR (for RMB) or LIBOR/HIBOR/SIBOR (for foreign currency) interest rate on the quotation date of the relevant interest period, the borrower shall negotiate with the lender to determine the alternative interest rate; If an agreement cannot be reached within five (5) banking business days after the negotiation begins, the borrower shall repay the entire loan principal and interest within thirty (30) banking business days from the date of inability to reach an agreement.

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Article 3 Withdrawal

1. Before making the first withdrawal, the borrower should meet the following conditions:

(1) Submit the withdrawal application form (see Annex 1 or Annex 2 of this contract for the format), the completed “Debit (Loan) Voucher” and other relevant documents according to the time and method agreed in this contract;

(2) This contract and the corresponding guarantee contract (if any) have been signed and remain valid, and the security right has been effectively established;

(3) Submit the borrower’s current valid business license, company articles of association, and recent financial statements on the date of withdrawal (including but not limited to the annual financial report and current statement audited by a certified public accountant in the previous year);

(4) Submit the borrowing resolution made by the Borrower’s board of directors/shareholders’ meeting or other institutions with the same effect, the letter of authorization from the legal representative to the authorized representative, and the original signature samples of the legal representative and the authorized representative;

(5) The borrower has opened relevant accounts with the lender according to the requirements of the lender;

(6) The borrower has fulfilled the obligations stipulated in this contract, and there is no event of breach of contract stipulated in this contract;

(7) Other documents or conditions required by the Lender.

2. Except for the first withdrawal, before each withdrawal, the borrower shall meet the following conditions:

(1) Submit the withdrawal application form (see Annex 1 or Annex 2 of this contract for the format), the completed “Debit (Loan) Voucher” and other relevant documents according to the time and method agreed in this contract;

(2) The representations and warranties made by the Borrower under this contract remain valid;

(3) The borrower has fulfilled the obligations stipulated in this contract, and there is no event of breach of contract stipulated in this contract;

(4) Other documents or conditions required by the Lender.

3. Withdrawal

(1) The borrower shall make a one-time withdrawal or instalment withdrawal according to the withdrawal plan agreed in this contract, and submit a withdrawal application to the lender three (3) bank business days before the expiration of each withdrawal date. (See Annex 1 or Annex 2 of this contract for the format) to go through the withdrawal procedures;

(2) If the borrower needs to postpone or change the date of withdrawal, it shall obtain the consent of the lender three (3) bank business days before the date of withdrawal, and the lender has the right to require the borrower to pay Interest loss received (interest loss = interest on delayed withdrawal period - interest on demand deposits in the same period);

(3) If the borrower requests to cancel all or part of the undrawn loan, it shall apply to the lender three (3) business days before the date of withdrawal or expiration of the withdrawal period;

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(4) The lender has the right to cancel the undrawn loan if the borrower fails to go through the withdrawal procedures within the specified withdrawal date or within the withdrawal period and fails to apply for a delayed withdrawal;

The Lender has the right to waive one or more of the above withdrawal conditions without prejudice to any rights the Lender has under this contract.

Article 4 Account Opening and Management

1. The Borrower should have opened a general settlement account and a fund withdrawal account with the Lender when signing this contract (see Part 1 of this contract), as well as the special account for working capital loans (if any) agreed by both parties. The Borrower agrees to the Lender to monitor the aforementioned account of the Borrower.

2. If a special account for working capital loans has not been opened, the general settlement account is used to account for the issuance and payment of loan funds applied by the borrower at the lender.

If a special account for working capital loan is opened, the special account for working capital loan is used to calculate the loan fund release and loan fund payment applied by the borrower at the lender, and the funds in the account will be interest-bearing as demand deposits. The borrower agrees that, in addition to the borrower’s reserved seal, the special account for working capital loans shall also reserve the lender’s special seal for the supervision of loan fund payment. Without the written consent of the lender, the borrower cannot arbitrarily change the reserved seal of the special account for working capital loans.

3. The borrower confirms that the fund withdrawal account is the income account and repayment reserve account under this contract. The borrower’s income cash flow or the borrower’s overall cash flow should go into the fund withdrawal account.

The Borrower warrants that, on each principal and interest repayment date under this contract and within three (3) days before it, the balance of funds in the Borrower’s repayment reserve account shall not be less than the amount that the Borrower should repay the principal and interest in the current period. amount. The Borrower agrees that, on each principal and interest repayment date and within three (3) days prior to it, the Lender shall have the right to make any claims that the Borrower will cause the capital balance in the repayment reserve account to be lower than the current principal and interest repayment amount. The payment behavior is restricted or refused to ensure that the fund balance in the repayment reserve account is sufficient to pay the current principal and interest repayment.

The lender has the right to monitor the fund withdrawal account, and when the fund flow in the fund withdrawal account is abnormal, the lender has the right to find out the reasons for the borrower and take corresponding measures.

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Article 5 Payment Supervision

1. The Borrower agrees that the Lender has the right to manage and control the payment of the loan funds by means of the Lender’s entrusted payment or/and the Borrower’s own payment, so as to supervise the use of the loan funds for the purposes agreed in this contract.

Entrusted payment by the lender means that the lender, according to the borrower’s withdrawal application and payment entrustment, pays the loan funds through the borrower’s account to the borrower’s transaction object that meets the purpose stipulated in this contract.

Borrower’s self-payment means that after the lender releases the loan funds to the borrower’s account according to the borrower’s withdrawal application, the borrower autonomously pays to the borrower’s transaction object that meets the purpose stipulated in the contract.

2. The borrower agrees that, if the borrower and the lender are newly established credit business relationship, the borrower’s credit status is general or the payment object is clear and the single payment amount exceeds the amount agreed in this contract (refer to the first part of this contract). or other circumstances determined by the Lender, the Lender’s entrusted payment method shall be adopted.

If the borrower’s entrusted payment method is adopted, the lender has the right to review whether the payment object, payment amount and other information listed in the payment application provided by the borrower are consistent with the corresponding commercial contract and other certification materials according to the loan purpose stipulated in the loan contract. After review and approval, the lender pays the loan funds to the borrower’s transaction object through the borrower’s account.

3. When the borrower applies to the lender for external payment of loan funds, it shall submit the certification materials that meet the requirements of the lender, including but not limited to:

(1) Documents certifying that the purpose of payment conforms to the purpose stipulated in this contract;

(2) Business contracts and written documents that truly reflect the borrower’s payment obligations. For fees that must be paid without signing a contract, the charging policy and standard approved by the competent department shall be provided;

(3) If the corresponding invoice or receipt cannot be obtained at the same time as payment, the borrower shall timely submit the corresponding invoice or receipt after payment is completed;

(4) Legal and valid payment vouchers;

(5) Other documents required by the lender.

The Lender has the right to waive one or more of the above-mentioned supporting materials without prejudice to any rights of the Lender under this contract.

4. To open a special account for working capital loans, the borrower shall submit a withdrawal application form (see Annex 1 of this contract for the format) to the lender three (3) bank business days prior to the withdrawal date, and at the same time propose that the borrower shall adopt the loan application form. The entrusted payment method is also the borrower’s own payment method. The borrower confirms that the lender has the right to review whether the relevant information of the borrower meets the payment conditions stipulated in this contract, and has the right to decide the payment method of the corresponding loan.

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If a special account for working capital loans is opened and the payment method is entrusted by the lender, the borrower shall submit to the lender a payment application stamped with the borrower’s seal of the special account for working capital loans within three (3) bank business days before the payment date. The lender has the right to check whether the relevant information of the borrower conforms to the payment conditions stipulated in this contract. If the lender approves it, it shall affix the special seal for the supervision of loan fund payment on the payment voucher and make payment to the outside world. If the borrower’s self-payment method is adopted, the borrower shall submit a payment application (see Annex 3 of this contract for the format) and relevant materials to the lender three (3) bank business days in advance, and the lender has the right to review whether the relevant materials submitted by the borrower are meet the conditions stipulated in this contract. If the lender approves after review, the borrower fills in the payment voucher (the amount of each summary payment voucher cannot exceed the entrusted payment amount of the lender agreed in this contract). After review, the lender affixes the special seal for the supervision of loan fund payment to the aggregate payment voucher, and transfers the corresponding funds to the general settlement account of the borrower.

5. If the borrower’s self-payment method is adopted, the borrower shall report the self-payment of borrowed funds to the lender on a monthly basis. The lender has the right to check whether the borrower’s loan payment conforms to the agreed purpose and payment method through account analysis, voucher inspection, on-site investigation, etc.

6. The borrower confirms that it shall pay the lender the remittance and transfer fee arising from the payment of the loan funds. When the remittance and transfer fee occurs, the lender has the right to directly deduct the actual amount.

7. In the process of loan issuance and payment, if the borrower has any of the following circumstances, the lender has the right to require the borrower to supplement the withdrawal conditions and payment conditions, or change the loan payment method, and stop the issuance and payment of loan funds:

(1) Deterioration of credit standing;

(2) The profitability of the main business is not strong;

(3) Abnormal use of loan funds.

Article 6 Repayment

1. The borrower shall repay the loan principal, interest and related expenses in a timely and full amount according to the repayment plan agreed in this contract. The Borrower hereby irrevocably authorizes the Lender to have the right to take the initiative to deduct the aforementioned amount from the account opened with the Lender on the due date of the loan or when the conditions stipulated in this contract are met, to repay the Lender’s claims.

2. If the borrower repays the loan in advance, it shall submit a written application to the lender before the tenth (10) bank business day before the expected repayment date, and obtain the lender’s written consent. Without the prior written consent of the lender, the borrower shall still repay the principal and interest in accordance with the time limit and interest rate stipulated in the contract.

Early repayment with the consent of the lender shall be deemed as the early maturity of the loan. In this case, the lender also has the right to require the borrower to pay a certain amount of liquidated damages according to the contract (see Part I of this contract).

For early loan repayment, interest shall be calculated according to the actual number of days used by the borrower, and shall be repaid together with the principal; the principal amount of early loan repayment shall not be less than the limit stipulated in the first part of the wooden contract. The wood money returned by it shall be written off against the loan principal according to the reverse order of the repayment plan agreed in this contract.

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3. If the borrower is unable to repay the loan on time due to legitimate reasons, it shall apply to the lender for loan extension before the 30th (30th) bank business day of the repayment period stipulated in this contract, and prepare the necessary materials to handle the relevant matters. Extension procedures. If the loan under this contract is guaranteed, mortgaged or pledged, the guarantor, mortgagor and pledgor shall issue a written consent certificate. The lender decides whether to agree to the extension. If the borrower does not apply for the extension or the application for extension is not approved by the lender, the loan will be transferred to the overdue loan from the day after the due date.

4. Any loan funds that have been repaid by the borrower shall not be redrawn.

Article 7 Representations and warranties

The Borrower makes the following representations and warranties to the Lender, which are made when this Contract is signed and shall continue to be effective during the term of this Contract.

1. The borrower is an enterprise (institution) legal person or other economic organization established in accordance with its applicable laws, with independent legal personality, complete financial system and repayment ability, and has the right to conclude and perform this contract according to law.

2. The borrower has the right to sign this contract, and has completed all authorizations and approvals from the shareholders’ meeting, the board of directors or other competent bodies required to sign this contract and perform its obligations under this contract. All clauses of this contract are the true representation of the borrower and are legally binding on the borrower.

3. The signing and performance of this contract does not violate the laws that the borrower should abide by (the laws under this contract include the laws, regulations, rules, local regulations, judicial interpretations, etc., which the borrower should abide by, the same below), competent authorities relevant documents, judgments, and awards, nor are they inconsistent with the Borrower’s Bylaws or any contract, agreement or any other obligation it has entered into.

4. The borrower warrants that all financial statements (if any) issued by it comply with the provisions of its applicable laws, and that the statements truthfully, completely and fairly reflect the borrower’s financial situation.

5. All materials, documents, and information (including but not limited to business license items, approval documents, feasibility study reports, self-assessment, and self-assessment) provided by the Borrower to the Lender including itself and the guarantor when signing and performing this Agreement. Fund-raising implementation certificates, financial statements, etc.) are true, valid, accurate and complete without any concealment or omission.

6. The borrower undertakes to complete the filing, registration or other formalities required for the validity and legal performance of this contract.

7. Since the last audited financial statement was issued, there has been no material adverse change in the borrower’s operating conditions and financial conditions.

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8. Strictly abide by the laws and regulations in business activities, carry out various businesses in strict accordance with the borrower’s business license or the business scope approved by law, go through the registration and annual inspection procedures on time, have legal and compliant production and operation, and have the ability to continue operations. Have a legitimate source of repayment.

9. Not to give up any due creditor’s rights, nor to dispose of the existing main property for free or in other inappropriate ways.

10. The borrower has disclosed to the lender the facts and conditions (including but not limited to operating conditions, financial conditions, external guarantees, etc.) that are known or should be known to the lender and are important for the lender to decide whether to grant the loan under this contract.

11. The borrower guarantees that its credit status is good and there is no major bad record.

12. The Borrower warrants that there are no other circumstances or events that have or may have a material adverse impact on the Borrower’s ability to perform.

Article 8 Agreed matters

The Borrower and the Lender agree as follows:

1. The borrower promises to operate in accordance with the law, and to use the loan for the purpose agreed in this contract, and not to use it for other purposes. The borrower shall regularly provide various relevant financial and accounting materials including monthly and annual statements as required by the lender, and actively cooperate with the lender to supervise the use of the loan and the operation of the borrower. Lenders can check and supervise the use of loans in various ways at any time.

2. The borrower shall repay the principal and interest of the loan under this contract in accordance with the time, amount, currency and interest rate stipulated in the “Loan (Loan) Certificate” in the application form of this contract.

3. The Borrower warrants that, in the event of or about to occur any event that is sufficient to have a material adverse impact on the Guarantor’s financial status or its ability to perform its guarantee obligations, the Borrower will promptly provide a new guarantee approved by the Lender.

4. The borrower undertakes that the borrower will not take the following actions without the written consent of the lender:

(1) Transfer (including sale, gift, mortgage, exchange, etc.), mortgage, pledge or otherwise dispose of all or most of its material assets;

(2) Contracting, joint operation, major foreign investment, change of actual controller or major shareholder, shareholding reform, merger (merger), joint venture (cooperation), division, equity transfer, substantial increase in debt financing, establishment of subsidiary companies, transfer of property rights , capital reduction, suspension of business, dissolution, filing for bankruptcy, reorganization or cancellation, and other acts that may affect the borrower’s ability to repay;

(3) To provide a third party with a guarantee sufficient to have a material adverse effect on its financial position or its ability to perform its obligations under this contract;

(4) Pay off other long-term debts ahead of schedule and may have a material adverse impact on the borrower’s ability to perform its obligations under this contract;

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(5) Sign contracts/agreements that have a material adverse effect on the borrower’s ability to perform its obligations under this contract or undertake relevant obligations that have such an impact.

5. The Borrower undertakes that when the following events occur, the Borrower will immediately notify the Lender on the date of the event, and deliver the original of the relevant notice to the loan within five (5) bank business days from the date of the event. person (with official seal);

(1) Relevant events occurred that caused the representations and warranties made by the Borrower in this contract to be untrue, inaccurate or invalid.

(2) The borrower or its controlling shareholder, actual controller or its affiliates is involved in litigation, arbitration or its assets have been seized, sealed up, frozen, enforced or taken other measures with the same effect, or its legal representative/ The person in charge is involved in litigation, arbitration or other compulsory measures;

(3) The borrower’s legal representative or its authorized agent, person in charge, chief financial officer, correspondence address, enterprise name, office space, etc. have changed;

(4) Application for reorganization, bankruptcy by other creditors, or revocation by the higher authorities;

(5) Other material adverse events that may affect the borrower’s solvency have occurred.

6. The borrower promises not to violate the normal order and give priority to other loans, and will not sign any contract or agreement that will cause the loan under this contract to be subordinate now and in the future.

7. The borrower shall repay and pay the principal and interest of the loan under this contract in the same currency as far as possible. In the event that the borrower repays the debts in different currencies, the borrower shall, or authorize the lender to convert the funds in different currencies into the currency of the loan under the cost contract according to the method specified in the “Deduction Agreement” of this contract to repay the debt. Principal and interest, and the resulting expenses shall be borne by the borrower. When the guarantor repays the debt on behalf of the borrower with funds in different currencies, it shall be “deducted” from the guarantee contract, and the resulting expenses shall be borne by the borrower.

8. When the guarantee under this contract encounters specific circumstances or changes, the borrower shall promptly provide other guarantees recognized by the lender in accordance with the requirements of the lender. The specific circumstances or specific changes include, but are not limited to, the guarantor’s cessation of production, closure of business, dissolution, suspension of business for reorganization, revocation or revocation of business license, application or application for reorganization, bankruptcy, major changes in business or financial conditions, involving major litigation or Arbitration cases, legal representatives, directors, supervisors, and key management personnel involved in the case, the value of collateral has decreased or may be reduced, or property preservation measures such as seizure are taken, breach of contract under the guarantee contract, and request to rescind the guarantee contract, etc.

9. The lender has the right to conduct on-site or off-site due diligence on the borrower, and conduct post-loan inspections on the borrower’s operating conditions, financial conditions, external guarantees, use of borrowed funds, and repayment. The borrower is obliged to actively cooperate. Lenders conduct loan payment management, post-loan management and related inspections.

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10. The lender has the right to withdraw the loan funds under this contract in advance according to the borrower’s fund withdrawal situation.

11. Special agreements regarding group customers (applicable to group customers).

If the borrower of this contract is a group customer, the borrower hereby undertakes:

(1) The borrower shall promptly report the related party transactions of more than 10% of the actual trustee’s net assets, including:

① the relationship between the parties to the transaction; ② the transaction items and nature of the transaction; ③ the amount of the transaction or the corresponding proportion; ④ pricing policy (including transactions with no amount or only a nominal amount).

(2) If the actual trustee has the following circumstances, it is deemed that the borrower has breached the contract, and the lender has the right to unilaterally decide to cancel the customer’s unused credit line, and withdraw some or all of the used credit line or require the customer to add to 100 % Deposit:

①  Providing false materials or concealing important business and financial facts;

② Change the original purpose of the credit without the consent of the lender, misappropriate the credit or use the bank credit to engage in illegal or illegal transactions;

③ Using false contracts with related parties to discount or pledge creditor’s rights such as bills receivable and accounts receivable without actual trade background to the bank to arbitrage bank funds or credit;

④  Refusing to accept the lender’s supervision and inspection of the use of credit funds and related business and financial activities;

⑤ There are major mergers, acquisitions and reorganizations that the lender believes may affect the security of credit granting;

⑥ Those who intend to evade the bank’s creditor’s rights through affiliated transactions.

12. Special guarantees, commitments and covenants on green credit (applicable to nuclear power plants, large hydropower plants, water conservancy projects, resource extraction projects, etc. whose construction, production, and business activities may seriously change the original state of the environment, and the resulting adverse environmental and social consequences are not easy to achieve Eliminated borrowers, as well as oil processing, coking and nuclear fuel processing, chemical raw materials and chemical manufacturing and other construction, production, and business activities that will have adverse environmental and social consequences but are easier to eliminate through mitigation measures):

(1) The Borrower represents and warrants to manage environmental and social risks, including:

①  Internal management documents related to environmental and social risks meet the requirements of laws and regulations and are effectively implemented;

②  There are no major lawsuits involving environmental and social risks;

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(2) The Borrower undertakes to accept the Lender’s Qualification and strengthen the management of environmental and social risks, including:

①  Commit to compliance with all behaviors and performances related to environmental and social risks;

② Commitment to establish and improve the internal management system for environmental and social risks, and specify in detail the responsibilities, obligations and punishment measures of the relevant responsible persons of the borrower;

③ Commitment to establish and improve emergency response mechanisms and measures for environmental and social risk emergencies;

④ Commitment to set up special departments and/or designate special personnel to be responsible for environmental and social risk matters;

⑤ Commitment to cooperate with the lender or its approved third party in the assessment and inspection of the borrower’s environmental and social risks;

⑥ In the face of strong doubts from the public or other stakeholders on the borrower’s performance in controlling environmental and social risks, undertake to respond appropriately or take other necessary actions;

⑦ Commitment to supervise and urge the borrower’s vital related parties to strengthen management to prevent the environmental and social risks of related parties from being transmitted to the borrower;

⑧  Commitment to perform other matters that the lender considers related to the control of environmental and social risks;

(3) The borrower undertakes to promptly and fully inform the lender when the following situations occur:

① All kinds of permits, approvals and approvals related to environmental, social and risks in the process of start-up, construction, operation and shutdown;

② The assessment and inspection of the borrower’s environmental and social risks by the environmental and social risk supervisory agency or its recognized agencies;

③ The supporting construction and operation of environmental facilities;

④ The discharge and compliance of pollutants;

⑤ The safety and health of employees;

⑥ Major complaints and protests against borrowers by neighboring communities;

⑦ Significant environmental and social claims;

⑧ Significant circumstances that other lenders consider to be related to environmental and social risks;

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(4) If the borrower and the actual credit giver have the following circumstances, the borrower shall be deemed to have breached the contract under this contract:

① The borrower’s statements, guarantees and commitments regarding environmental and social risk management have not been conscientiously fulfilled;

② The borrower is punished by the relevant government departments due to poor management of environmental and social risks;

③ The borrower is strongly questioned by the public and/or the media due to poor environmental, social and risk management;

④ Other default events related to environmental and social risk management agreed between the lender and the borrower, including cross default events;

In the event of the above default events of the borrower, the lender has the right to unilaterally decide:

① Cancel the credit commitment that has been made;

② Suspend the disbursement of the loan until the borrower has taken rescue measures to the satisfaction of the lender;

③  Recover the disbursed loan in advance;

④  When the loan cannot be repaid, exercising the relevant mortgage and pledge rights and other penalties in advance;

⑤  Other punishments agreed by the lender and the borrower.

13. About anti-money laundering agreements. The Borrower confirms and agrees that the Lender has the right to conduct a money laundering risk assessment of the transactions involved in this contract in accordance with applicable anti-money laundering laws and regulations and internal management requirements. If the Lender has reasonable grounds to suspect that the Borrower and/or the transactions under this Contract are suspected of participating in money laundering, terrorist financing or (large-scale) In case of violations of laws and regulations such as the financing activities of weapons of death), or tax evasion, the lender has the right to take necessary control measures in accordance with the anti-money laundering regulations of the People’s Bank of China. At the same time, the lender has the right to directly restrict or suspend all or part of the business under this contract without notifying the borrower, the right to announce the early maturity of the loan, the right to terminate this contract, and the right to require the borrower to pay the lender all losses incurred.

14. The borrower agrees and irrevocably authorizes: the lender has the right to, on the premise of not violating the prohibitive provisions of the Regulations on the Administration of Credit Information Industry and relevant laws and regulations, according to the collection requirements of the basic database of financial credit information established by the state. Provide information about all contracts/agreements/commitments signed by the borrower and the lender, including the information related to the performance of all the above-mentioned contracts/agreements/commitments, as well as the basic enterprise information and other information provided by the borrower, to the State Establishment The basic database of financial credit information is available for inquiries and use by entities qualified for inquiries; at the same time, lenders also have the right to inquire and use the credit information about borrowers that have been entered into the basic database of financial credit information established by the state. The authorization matters cover all aspects of the lender’s necessary business management of the business under this contract before and after the signing of this contract, and the validity period will expire with the actual termination of this contract.

15. The Borrower hereby confirms that it has fully understood and understood the Lender’s position against the Lender’s opposition to its employees taking advantage of their positions to seek benefits in any form, and promises to avoid such situations in line with the principle of integrity and fairness, and not to privately disclose to the Lender’s employees. Provide any form of rebates, gifts, securities, valuables, various incentives, compensation for private expenses, private travel, high-consumption entertainment and other improper benefits.

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Article 9 Deduction Agreement

1. The borrower agrees that when any debt related to the loan under this contract is due and payable, the lender has the right to directly deduct the funds in the repayment reserve account opened by the borrower in Shanghai Pudong Development Bank Co., Ltd. Repay the debts due and payable. If the funds in the repayment reserve account are not enough to repay the debt, the lender has the right to deduct the funds in any other account opened by the borrower in any branch of Shanghai Pudong Development Bank Co., Ltd.

2. The lender has the right to choose to use the proceeds to repay the loan principal, interest or other expenses. If there are multiple debts that are not paid when due at the same time, the lender shall decide the repayment order of the debts.

3. If the deduction proceeds are inconsistent with the currency to be repaid, it shall be dealt with in the following ways:

(1) If the currency of the loan is RMB, the principal and interest of the loan shall be repaid after settlement and conversion into RMB in accordance with the purchase price of the currency of the deducted amount and the applicable RMB for the deduction announced by the lender at the time.

(2) If the loan currency is non-RMB, and the deduction currency is RMB, then the borrower will directly convert it into the loan currency according to the selling price of the loan currency and the RMB exchange rate announced by the lender at the time of deduction and deduction. loan principal and interest.

(3) If the currency of the loan and the currency of deduction are not RMB and are inconsistent, the currency of the deduction and the purchase price of the exchange of RMB shall be settled and converted into RMB according to the currency of the deduction and the applicable currency announced by the lender at the time of the deduction. The principal and interest of the loan shall be repaid after the foreign exchange purchased and converted into the loan currency according to the selling price announced by the lender on the day of the loan currency and RMB conversion.

Article 10 Proof of Debt

The Lender shall, in accordance with its usual business practice, maintain in its accounting books the accounting accounts related to the business activities involved in this contract to prove the loan amount of the Lender. The valid proof of the borrower’s recognition of the creditor’s rights in this contract shall be the accounting vouchers or other valid proof materials issued and recorded by the lender in accordance with its own business regulations.

Article 11 Agreed delivery address

1. The Lender confirms that the address listed on the first page of this contract is the valid delivery address, and the notices served by the Borrower directly or by mail to the Lender under this contract shall be sent to the address listed on the first page of this contract, Until the lender announces a change of the address. The Borrower agrees that all notices it sends to the Lender shall be deemed given when actually received by the Lender.

2. The borrower confirms that the address and delivery information such as fax and e-mail listed on the first page of this contract are valid mailing or electronic delivery addresses. Legal notices, notices and other documents issued under this contract during non-litigation, as well as letters, subpoenas, notices, etc. Documents shall be deemed to have been served as long as they are sent by post or electronically by fax or e-mail to the mailing or electronic service address listed on the first page of this contract. date provisions. The above-mentioned change of mailing or electronic service address will not take legal effect unless the Lender is notified in advance, and the service address confirmed in this contract is still regarded as a valid service address.

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Article 12 Event of Default and Handling

1. Event of Default

Any of the following circumstances constitutes a default by the borrower to the lender:

(1) Any representations and warranties made by the Borrower in this Contract or any notices, authorizations, approvals, consents, certificates and other documents made in accordance with or in connection with this Contract are incorrect or inaccurate at the time of making them. Misleading, or proven to be incorrect or misleading, or proven to be invalid or revoked or have no legal effect.

(2) The Borrower has violated the “Other Matters Agreed by Both Parties” (if any) in Part I of this contract or any of the agreed items in Article 8 of Part II.

(3) The borrower has a major cross-default event, including but not limited to the borrower’s breach of any other loan contract or agreement signed by the borrower; of debt.

(4) Investors of the borrower withdraw funds, transfer assets or transfer equity without authorization.

(5) The guarantor has or will no longer have the ability to provide the guarantee corresponding to the loan, or violates the guarantee document signed by the guarantor.

(6) The borrower suspends business, suspends production, suspends business, suspends business for rectification, reorganization, liquidation, is taken over or under trusteeship, dissolves, has its business license revoked or cancelled, or goes bankrupt.

(7) The borrower’s or guarantor’s financial condition deteriorates, the operation is seriously difficult, or an event or circumstance occurs that adversely affects its normal operation, financial condition or solvency.

(8) The borrower or its controlling shareholder, actual controller or its affiliates has been seized, sealed up, frozen, enforced or taken other measures with the same effect when it is involved in major litigation, arbitration or its major assets, or its legal representative Persons/principals, directors, supervisors or senior managers are involved in litigation, arbitration or other coercive measures which adversely affect the solvency of the borrower.

(9) Failure to repay the principal and interest on time or to use the loan for the agreed purpose.

(10) Failure to pay the loan funds in the agreed manner.

(11) The documents and information submitted for the loan application are false or incorrect.

(12) Failure to meet or exceed the constraints of the relevant financial indicators stipulated in this contract.

(13) On any principal and interest repayment date under this contract and within three (3) days before it, the fund balance in

the repayment reserve account is lower than the borrower’s current principal and interest repayment amount.

(14) The capital flow in the general settlement account/fund withdrawal account is abnormal.

(15) The Borrower has other acts in violation of this contract that are enough to hinder the normal performance of this contract, or other acts that damage the legitimate interests of the Lender.

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2. Handling of breach of contract

(1) When one or more of the default situations listed in the preceding paragraph occur, the lender may take one or more of the following measures:

① The borrower is required to make corrections within a time limit.

②  Cancel the borrower’s unused loan, and stop issuing and paying the borrower’s unused loan.

③ Announce that all or part of the principal of the loan under this contract will expire immediately in advance, and demand that part or all of the loan be repaid immediately, the owed interest should be settled, and the guarantor or the borrower will be immediately recourse through various forms.

④ Penalty interest and compound interest will be charged for overdue loans and misappropriation of loans.

⑤ Debit or debit from any account opened by the borrower in each branch of Shanghai Pudong Development Bank Co., Ltd.

⑥ The borrower is required to supplement the loan issuance and payment conditions, or change the loan payment method.

⑦ Require the borrower to provide other guarantees approved by the lender.

⑧ Other necessary measures prescribed by law.

(2) In addition to the above measures, the Lender may also require the Borrower to assume the liability for breach of contract, and require the Borrower to pay a penalty for breach of contract (see the first part of this contract for the calculation of the penalty for breach of contract). If the liquidated damages are insufficient to cover the losses suffered by the lender, the borrower shall compensate the lender for all losses suffered thereby.

(3) If the borrower fails to repay the principal and interest in full and on time, it shall also bear all the expenses paid by the lender to realize the creditor’s rights and security rights, including but not limited to collection fees, litigation fees, attorney fees, travel expenses and various other fees payable.

Article 13 Effective change and cancellation

1. This contract is signed (or sealed) by the legal representative of the borrower or its authorized agent and stamped with the official seal, and signed (or sealed) by the legal representative (person in charge) of the lender or its authorized agent and signed (or sealed) It will take effect after being affixed with the official seal (or the special seal of the contract), and will terminate after all the creditor’s rights under this contract are paid off.

2. After this contract comes into effect, neither party to the contract shall modify or terminate this contract without authorization. If it is necessary to change or cancel, both parties to this contract shall reach an agreement through negotiation and reach a written agreement.

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Article 14 Other Terms

1. Definition

(1) The term “total creditor’s rights” in this contract refers to the loan principal, interest, liquidated damages and various expenses incurred in realizing the creditor’s rights.

(2) The term “interest” in this Agreement includes interest, penalty interest and compound interest.

(3) The term “banking business day” as mentioned in this contract refers to the business day when the lender’s domicile of the lender is usually open for business, excluding Saturdays, Sundays (except those that are open for business due to holiday adjustments) or other business days. statutory holidays.

2. Applicable Law

This contract is governed by the laws of the People’s Republic of China (for the purpose of this contract, the laws of the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the Taiwan Region are not included here) and shall be construed accordingly.

3. Dispute Resolution

All disputes related to this contract shall be resolved through friendly negotiation; if the negotiation fails, a lawsuit shall be filed in the people’s court where the lender is located. During the dispute, the parties shall continue to perform the terms not involved in the dispute.

4. Miscellaneous

(1) For matters not covered in this contract that need to be supplemented, both parties may agree and record them in the first part of this contract, or they may reach a separate written agreement as an appendix to this contract. The annexes to this contract (see Part I of this contract) are an integral part of this contract and have the same legal effect as the main body of this contract.

(2) During the validity period of this contract, the Lender’s grace or delay in taking any action against the Borrower’s default or other acts shall not damage, affect or restrict all the rights or interests that the Lender shall enjoy as a creditor in accordance with the law or this contract. , nor as the lender’s approval of the borrower’s breach of this contract, nor as the lender’s waiver of the right to take action against the borrower’s existing or future breach of contract.

(3) The invalidity of one clause of this contract does not affect the validity of other clauses of the contract. When this contract is invalid for whatever reason, the borrower shall still be responsible for repaying all debts owed to the lender under this contract. In the event of the above situation, the lender has the right to terminate the execution of this contract immediately, and can immediately recover from the borrower all debts owed by the borrower under this contract.

(4) The Lender may assign all or part of its rights and/or obligations under this Contract, and in this case, the Assignee shall enjoy and/or assume the Borrower’s rights as a party to this Contract the same rights and/or obligations. After receiving the notice from the lender about the assignment of the creditor’s rights, the borrower shall be liable to the assignee in accordance with the stipulations of this contract.

(5) Unless otherwise specified in this contract, the relevant terms and expressions in the appendix of this contract have the same meaning as this contract.

(6) The headings under this contract are for reference only and are not the basis for the content under the headings.

(No text below this page)

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(This page is the signature page, no text)

This contract is signed by the following Borrower and Lender on July 15, 2021. The Borrower confirms that when signing this contract, both parties have explained and discussed all the terms in detail, both parties have no doubts about all the terms of the contract, and have accurate legal meanings of the parties’ rights, obligations, and liability limitations or exemption clauses. Unmistakable understanding.

Borrower (official seal): Shenzhen TBIT Technology Co., Ltd.

Legal representative or authorized agent (signature or seal): Wentao Ge

Lender (official seal or special contract seal): Shanghai Pudong Development Bank Co., Ltd. Shenzhen Branch

Legal representative/person in charge or authorized agent (signature or seal): Tianshou Wang

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attachment1:

Application for Withdrawal of Funds under the Working Capital Loan Contract

(Applicable to unopened special account for working capital loan)

serial number:

Shanghai Pudong Development Bank Co., Ltd. __________,

In view of the fact that our company and your bank signed the “Liquid Capital Loan Contract” (hereinafter referred to as the “Loan Contract”) numbered [  ] on ___, ___, __ The company intends to withdraw the _______ batch of funds on ___, ___, ___, ___ (currency) _ _________ yuan.

According to the provisions of the loan contract, the amount should be paid to the general settlement account opened by the borrower in Shanghai Pudong Development Bank Co., Ltd. The name of the account is: ____________________ and the account number is: ____________________________.

Our company hereby confirms that no event or circumstance has occurred as of the date of this application, which constitutes an event of default under the loan contract. Our company further confirms that all representations, warranties and commitments specified in the loan contract have been complied with and all applicable conditions precedent specified in the contract have been satisfied.

For the amount withdrawn this time, our company hereby applies to your bank to pay the loan funds in the following ways:

1. Entrusted payment methods of all lenders:

(1) Our company has submitted to your bank the following relevant materials that meet the stipulations in the loan contract:

☐ Business contracts and written documents related to the purpose of the loan that truly reflect the borrower’s payment obligations;

☐ If the corresponding invoice or receipt cannot be obtained at the same time of payment, the borrower shall timely submit the corresponding invoice or receipt after payment is completed;

☐ Legal and valid payment vouchers;

☐ Other___________________________________________________________________________

After reviewing and agreeing in accordance with the stipulations of the loan contract, your bank will transfer the borrowed principal to the following accounts of the transaction counterparty on __________, __________, __________ year according to the following requirements:

No. Amount Account Name Account Bank Account Number

23

2. All borrowers pay by themselves:

Our company has submitted the following relevant documents to your bank in line with the loan contract:

☐ Business contracts and written documents related to the purpose of the loan that truly reflect the borrower’s payment obligations;

☐ Description of payment details: ___________________________________________________

☐ Other __________________________________________________________________

3. Some lenders are entrusted to pay, and some borrowers pay by themselves:

(1) The principal amount of the loan proposed this time The amount that the lender is entrusted to pay is: _________________________________;

The amount paid by the borrower is: _________________________________

(2) I have provided the bank with the following relevant information in line with the contract:

☐ Business contracts and written documents related to the purpose of the loan that truly reflect the borrower’s payment obligations;

☐ If the corresponding invoice or receipt cannot be obtained at the same time as payment, the borrower shall promptly submit the corresponding invoice or receipt after payment is completed:

☐ Legal and valid payment vouchers;

☐ Explanation of payment details;

☐ Other ____________________________________________________________________________________

(3) Your bank shall, after reviewing and agreeing in accordance with the stipulations of the loan contract, transfer the amount of the borrower’s entrusted payment from the loan principal to the following account of the transaction object on the date of ______

No. Amount Account Name Account Bank Account Number

Our company hereby confirms that the payment method adopted for the above loan will be subject to your bank’s review and confirmation, and your bank has the right to review and adjust the payment method according to the stipulations of the loan contract.

Please approve.

Applicant: (official seal)

Legal representative or his authorized agent: (signature or seal)

year month day

24

Annex 2:

Application for Withdrawal of Funds under the Working Capital Loan Contract

(Applicable to opening a special account for working capital loans)

serial number:

Shanghai Pudong Development Bank Co., Ltd. ______________,

In view of the fact that our company and your bank signed the “Liquid Capital Loan Contract” (hereinafter referred to as the “Loan Contract”) numbered [  ] on _____, __ It is planned to withdraw the __ batch of funds on _____month____, that is, ____ (currency) _ ________ yuan.

According to the provisions of the loan contract, the amount should be paid to the special account for working capital loan opened by the borrower in Shanghai Pudong Development Bank Co., Ltd. The name of the account is: ____________________________, and the account number is: ____________________.

Our company hereby confirms that no event or circumstance has occurred as of the date of this application, which constitutes an event of default under the loan contract. Our company further confirms that all commitments stipulated in the loan contract have been complied with and all applicable conditions precedent stipulated in the contract have been satisfied.

Please approve.

Applicant: (official seal)

Legal representative or his authorized agent:

(signature or seal)

year month day

25

Annex 3:

payment application

(Applicable to opening a special account for working capital loans)

serial number:

Shanghai Pudong Development Bank Co., Ltd. ___________,

In view of the fact that our company and your bank signed the “Working Capital Loan Contract” (hereinafter referred to as the “Loan Contract”) numbered [  ] on ________ According to the supervision agreement on the payment of funds in the account, our company hereby applies to your bank to pay external borrowing funds from the special account for working capital loans in the following ways:

1. The Lender’s entrusted payment method:

(1) Our company has submitted to your bank the following relevant materials that meet the stipulations in the loan contract:

☐ Business contracts and written documents related to the purpose of the loan that truly reflect the borrower’s payment obligations;

☐ If the corresponding invoice or receipt cannot be obtained at the same time of payment, the borrower shall timely submit the corresponding invoice or receipt after payment is completed;

☐ Legal and valid payment vouchers;

☐ Other ____________________________________________________________________________________

(2) Please request your bank to transfer the principal of the loan to the following account of the transaction object on the day of ______, ______, ______, ______, ______ month, according to the stipulations of the loan contract:

No. Amount Account Name Account Bank Account Number

2. The borrower’s own payment method:

(1) Our company has provided your bank with the following relevant information in line with the loan contract:

☐ Business contracts and written documents related to the purpose of the loan that truly reflect the borrower’s payment obligations;

☐ Other ________________________________________________________________________________

Payment details are as follows:

	Application for payment (purpose)	Payment amount(yuan)	Payment date
1
2
3
4
5
6
Aggregate Amount:

(2) Please review and approve the loan principal according to the agreement of the loan contract and transfer the loan principal to the general settlement account opened by our company in your bank according to the above-mentioned aggregated amount.

Please approve.

Applicant: (Reserved seal of special account for working capital loan)

year month day

25

EX-10.15

Exhibit 10.15

China Merchant Bank

Seal passed verification

Loan Certificate

Contract Number: 755HT2021169271 Lending Date: Sep., 2021

Name of Borrower:	Shenzhen VLG Wireless Technology Co., Ltd.			Account number	755923831810101
Loan amount:	Currency: RMB (in words) Five Million Yuan Only			In figures	RMB 5,000,000 Yuan
Business due date:	September 26, 2022	Interest rate	þFixed rate	☐ Floating rate: Floating period: þ M/☐  D
			Based on the one-year loan market quotation rate as published by the National Inter-Bank Offer Rate Center on the working day before the pricing date. ☐ floating up/☐ down %, or þadding/☐ subtracting 50 basis points. ☐ One-off Interest Collection (Collect Before/After) þ Interest Settlement by Month ☐ Interest Settlement by Quarter ☐ Annual Interest Settlement ☐ Interest Settlement by Single Amounts
It is hereby confirmed that the above amount has been issued by the bank; the use, repayment or abnormality of the fund borrowed shall be handled in accordance with the relevant business agreement. Shenzhen VLG Wireless Technology Co., Ltd., Special seal for finance (sealed) Bai Guiqing (sealed)

Attention:

Dear Customer, In order to safeguard the Bank rights and interests, please read the full contract carefully before signing, especially the blackened and bold clauses. If there is any doubt, please inquire. Or the Bank may further consult the Bank lawyer and relevant professionals.

Loan Agreement

No.: 755HT2021169271

☐ This contract is the specific contract under Credit Agreement numbered       /       ,(If this clause applies, tick “☐”)

Lender: China Merchants Bank Co., Ltd., Shenzhen Branch (Hereinafter referred to as “Party A”)

Borrower: Shenzhen VLG Wireless Technology Co., Ltd. (Hereinafter referred to as “Party B”)

Party B applies to Party A for loan, and Party A agrees to issue the loan upon review. Party A and Party B hereby concluded the Contract based on the following clauses through thorough consultation in accordance with relevant laws and regulations.

1. Currency and amount of loan

RMB (in words) Five Million Yuan only.

2. Purpose of the loan

This loan is a working capital loan and can only be used for payment of goods. Without the written consent of Party A, Party B shall not divert for other purposes.

3. Term of loan

For a period of 12 months, counting from the actual loan issuing date, subject to the loan certificate (or Party A’s system record).

During the term of the loan, Party A may issue the loan by installments according to the actual usage of the loan by Party B, and the specific loan amount and start/end date of each period shall follow the loan certificate (or Party A’s system record).

þ During the loan term, Party A has the right to require Party B to repay the loan in installments in accordance with the following plan (if the following terms are selected, tick “☐”):

For the loan principal under the Contract, Party B shall repay One Hundred and Fifty Thousand Yuan Only on the 21st of each month from the month following the loan issuance date, and the balance shall be settled at one time on the expiry date of the loan term under the Contract;

/

☐ Party B shall repay all loan principal at a lump sum on the loan maturity date. (If this clause is used, tick “☐”)

2

4. Account information

☐ 4.1 Loan-specific account (Tick “☐” to indicate that the provisions of this article apply)

The issuance and external payment of all loan funds under the Contract shall be handled through the following accounts.

Account name:/

Account No.:/

Bank:/

4.2. Fund receiving account

4.2.1 Party A and Party B agree to designate the following account as Party B’s fund receiving account:

Account name: Shenzhen VLG Wireless Technology Co., Ltd.

Account No.: 755923831810101

Bank: China Merchants Bank Co., Ltd., Shenzhen Venture Branch

4.2.2 The account monitoring requirements are as follows: _/

Party A has the right to withdraw the loan in advance according to Party B’s fund receiving, that is, when capital flow into the account, the corresponding amount of loan can be considered as due in advance, and Party A has the right to directly deduct from the account to repay the loan.

4.2.3 Party B shall provide the above-mentioned account in-flow and out-flow information on a quarterly basis, and cooperate with Party A to monitor relevant accounts and receiving funds.

5. Loan rate and interest

5.1 Interest rate:

5.1.1 The loan adopts (tick “☐” if applicable):

R Fixed rate    £ Floating rate

5.1.2 Determination of interest rate during the contract period (tick “☐” if applicable):

5.1.2.1 In the case of issuing RMB loan, the quotation rate (LPR) in the loan market of one year or above published by the National Inter-Bank Offer Rate Center for þ1-year/☐ 5-yaear above loan on working day before the pricing date shall be taken as the benchmark interest rate, þplus/minus 50.00 basic points (BPs) or/as the benchmark interest rate.

The floating ratio (hereinafter referred to as “floating ratio”) or plus or minus basic point (hereinafter referred to as “basic point”) agreed herein on the basis of the benchmark interest rate refers to that determined at the time of signing of the Contract. If the floating ratio or basic point (BPs) and other interest rate elements agreed herein are inconsistent with the records of the loan certificate (or Party A’s system record), the records of the loan certificate (or Party A’s system record) shall prevail.

5.1.2.2 In the case of foreign currency loan, the benchmark interest rate shall base on the pricing date or the first or second working day prior to the pricing day for the same currency loaned for ☐ / month/☐ / day, ☐ / plus/☐ / minus/basic point (BPs). Party A shall determine the interest rate based on international practices.

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5.1.2.3 Pricing date refers to the reference date used to determine the benchmark interest rate during the loan period or floating period. If the fixed interest rate is adopted for the loan, the pricing date shall be the actual issuing date of the loan; when the floating interest rate is adopted for the loan, the pricing date shall be determined in accordance with Article 5.1.3.

5.1.3 In the case of this loan, the floating rate shall be a floating period of / month / day, and the base rate applicable during each floating period shall be determined in accordance with the provisions of this Article.

The actual loan issue date is the pricing date of the first floating period, and the first day of each floating period thereafter is the pricing date of the floating period.

5.1.4 Party A has the right to adjust the benchmark interest rate or interest rate pricing method periodically or irregularly according to the changes in relevant national policies, domestic and foreign market changes or changes in Party A’s own credit policies. Such adjustment shall come into force after Party A notifies Party B (the notice shall be released at Party A’s outlet or on the official website of China Merchants Bank, or shall be sent to Party B per any contact address/method specified herein). The relevant loan newly regarding the withdrawal by Party B and the specific benchmark interest rate, floating ratio and/or basic point of the loan which has been withdrawn by Party B and has not been repaid before the notice takes effect shall be executed according to the notice of Party A. If Party B does not accept the adjustment, the loan may be repaid in advance; otherwise, it shall be deemed as approved and executed according to the notice.

In the case of any inconsistency between this Clause and other relevant parts of this Contract, the provisions of this Clause shall prevail.

5.1.5 If Party B fails to use the loan in accordance with the contract, for the loan part not for intended use, the penalty interest shall be charged 100% over the original rate from the date of change of use. The original rate means the rate applicable before the loan is repurposed.

Where Party B fails to repay the loan on schedule, the overdue interest (i.e. penalty interest) shall be charged on the basis of 50% (overdue loan interest rate) of the original interest rate as of the overdue date. The original rate means the rate applicable before the maturity date of the loan (including the advance maturity date) (or, in the case of a floating rate, the last floating period before the maturity date of the loan (including the advance maturity date)).

If the loan is overdue and not used in accordance with the contracted purpose, interest shall be calculated according to the higher of the above provisions.

5.1.6 If the People’s Bank of China adjusts the loan interest rate during the loan period, the relevant regulations of the People’s Bank of China shall be followed.

5.1.7 Unless otherwise specified, the loan interest rate hereunder shall be calculated by the simple interest method.

5.2 Interest calculation: The interest of the loan shall be calculated according to the actual loan amount and actual occupation days from the date of the loan entering into Party B’s account, and the interest calculation date shall be 20 days per month. The daily interest rate of RMB is equal to annual interest rate dividing 360, and the conversion method of daily interest rate of foreign currency shall be implemented in accordance with international practices.

If the maturity date of the loan is on a holiday, the loan shall be automatically postponed until the first following working day, and the interest shall be calculated according to the actual days occupied by the loan fund.

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5.3 Interest Payment

5.3.1 (Please tick “☐” for the applicable terms):

þ Party B shall pay interest on each interest day, and Party A may directly deduct interest payable from any of Party B’s account of China Merchants Bank.

☐ Party B shall pay all interest on the loan at one time on the maturity date of the loan, and Party A may directly deduct from any of Party B’s account of China Merchants Bank.

5.3.2 If the last repayment date of the loan principal is not the interest-bearing date, the last repayment date of the loan principal is the interest-paying date on which the Borrower shall pay all interest payable on the loan principal. If Party B fails to pay interest on time, Party B shall calculate compound interest on unpaid interest (including penalty interest) according to the overdue interest rate specified herein.

6. Prepayment

6.1 Where Party B applies for prepayment, it shall submit a written application to Party A 7 working days before the planned prepayment date, and pay the penalty for prepayment to Party A (except that Party B is a national standard small and micro enterprise). Prepayment penalty = prepayment amount * proportion of penalty damages. The specific proportion of penalty shall be determined by Party A according to the loan term and loan aging (i.e. the actual duration of the loan) agreed herein. After Party A approves Party B’s application for early repayment and notifies Party B in writing of the specific proportion of penalty, Party B shall pay Party A full amount of penalty for early repayment within the time required by Party A; otherwise Party A has the right to refuse Party B’s application for prepayment. Party A has the right but not the obligation to appropriately reduce the amount of penalty for Party B’s prepayment according to such factors as the remaining term of the loan at the time of prepayment.

6.2 Party B shall repay the loan in advance, and the interest rate shall still be calculated according to the stipulations of the Contract, and the interest payable shall be calculated according to the actual loan term.

7. Party B shall select (tick “☐” according to the actual situation) as required by Party A:

☐ Insure its core assets and designate Party A as the first beneficiary in order;

☐ Party B shall not sell or mortgage the assets designated by Party A before the loan is settled;

☐ Limit the dividend of its shareholders according to the requirements of Party A before the loan is settled as follows:

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Party B shall ensure that all financial indexes of Party B during the loan period are not lower than the following requirements:

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8. Security clause

8.1 All debts owed by Party B to Party A under the Contract shall be provided by Party B or a third party approved by Party A with property pledge guarantee or joint and several guarantee, and Party B or a third party as guarantor shall issue or sign a separate guarantee document as required by Party A.

8.2 If the Contract is a specific contract under the Credit Agreement, the liabilities under the Contract shall be automatically included in the guarantee scope of the guarantor who has signed the maximum amount mortgage/pledge contract with Party A or issued the maximum amount irrevocable guarantee to Party A.

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8.3 In the case that the Guarantor provides real estate mortgage guarantee for all debts owed by Party B to Party A under the Contract, if Party B is aware that the mortgaged property has been or may be included in the government demolition and collection plan, Party B shall immediately notify Party A, and urge the Mortgagor to continue to provide guarantee for Party B’s debts with the compensation products provided by the demolition party in accordance with relevant stipulations in the mortgage contract and complete corresponding guarantee formalities in time, or provide other guarantee measures required and recognized by Party A.

8.4 If the Guarantor fails to sign the guarantee agreement and complete the guarantee formalities (including the A/R debtor defence against the A/R before the A/R pledge), Party A has the right to refuse to issue the loan to Party B.

9. Loan prerequisites

The granting of the loan under this contract (including each loan separately granted) shall be based on the condition that Party B meets the following conditions. Party A has the right to refuse to issue loan if Party B fails to comply with the following:

9.1 Party B provides relevant materials according to the requirements of the Contract;

9.2 Party B shall cooperate with Party A’s supervision and inspection according to the requirements of the Contract;

9.3 For the loan issued, Party B has fulfilled the obligation of repayment in full and on time;

9.4 Party B does not have any event of default specified in the Contract;

9.5 Party B does not violate other provisions of the Contract.

The loan precondition is established to protect the rights and interests of Party A, and Party A has the right to unilaterally lower the requirements on the loan precondition.

10. Rights and obligations of Party B

10.1 Party B shall enjoy the following rights:

10.1.1 Has the right to draw and use all loans as agreed herein;

10.1.2 Has the right to require Party A to keep confidential the production, operation, property and account provided by Party B, unless otherwise specified herein;

10.1.3 Shall have the right to transfer debts to a third party after obtaining the written consent of Party A.

10.2 Party B shall undertake the following obligations:

10.2.1 It shall truthfully provide the documents and materials required by Party A (including but not limited to providing the true financial account books/statements and annual financial reports, major decisions and changes in production, operation and management, fund withdrawal/spending materials and materials related to collateral according to the period required by Party A), the financing situation of Party B in other financial institutions and the non-governmental financing situations (including the financing obtained by Party B at the time of signing the Contract and the financing being applied for), as well as all the opening banks, account numbers and the balance of deposit and loan, so as to ensure the truthfulness, accuracy and completeness of the provided materials, and cooperate with the investigation, review and inspection of Party A;

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10.2.2 Party B shall accept Party A’s supervision over its use of credit funds and related production, operation and financial activities, and timely take reasonable measures for Party A’s suggestions or requirements;

The 10.2.3 Party B shall use the loan for the purposes specified in the Contract and comply with the requirements of Party A on the payment management of loan funds;

10.2.4 Party B shall repay the loan principal, interest and expenses in full and on time as agreed in the Contract;

10.2.5 When Party B transfers all or part of the debts hereunder to a third party, Party A’s written consent shall be obtained;

10.2.6 In the case of any of the following circumstances, Party B shall immediately notify Party A and cooperate with Party A to implement the guarantee measures for the full repayment of loan principal and interest and all other expenses under the Contract as required by Party A:

10.2.6.1 Significant financial loss, asset loss or other financial crisis;

10.2.6.2 To provide loans or guarantees for the benefit of third parties or to protect third parties from loss, or to provide collateral (pledge) security against their own property (rights) (or all property/rights of the actual controller or its affiliates);

10.2.6.3 The credit status decreases and the profitability of the main business decreases;

10.2.6.4 In the case of suspension, revocation or cancellation of business license, application or bankruptcy or dissolution, or change of important enterprise information, such as change of enterprise name, registered address, business camp and beneficial owner; Or the controlling shareholder/actual controller of the Borrower changes; Or the legal representative, director or important senior management of the Borrower has personnel changes, or the freedom of such persons is restricted by the state authority due to violation of laws, discipline and other matters, or missing for more than 7 days, which may affect the normal operation of the Borrower;

10.2.6.5 The operation or financial crisis of its controlling shareholder, actual controller or other affiliated company affects its normal operation; Or its controlling shareholder/actual controller abuses the independent status of the company as a legal person or limited liability of the shareholder, evades debts, stops production, closes business, is cancelled or revoked business license, applying for or is applied for bankruptcy, dissolves, is punished by the competent authority, constitutes a criminal offence, and involves a material legal dispute; Or the legal representative/principal person in charge, director or important senior management of the controlling shareholder or other affiliated company or the actual controlling person changes, or such persons are punished/restricted by the state authority for violation of laws and discipline, or are missing for more than 7 days, which may affect its normal operation;

10.2.6.6 The major related transaction between its controlling shareholders, other affiliated companies and actual controllers with amount more than 10% of Party B’s net assets (Party B’s notice shall cover at least the affiliated relationship of all parties to the transaction, transaction items and nature, transaction amount or corresponding proportion, pricing policy (including transactions with no amount or only symbolic amount), etc.);

10.2.6.7 Any lawsuit, arbitration or criminal or administrative penalty that causes significant adverse consequences to its operation or property status;

10.2.6.8 Party B or its actual controller commits large amount of non-governmental usury; Or bad credit records such as lending to pay old loan, overdue loan, interest overdue, etc. in other bank; Or the internal capital chain of the affiliated enterprise of Party B fails, resulting in debt crisis; Or Party B’s project stops, delays construction or in major investment errors;

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10.2.6.9 Other major events that may affect the solvency of Party B and its controlling shareholders/actual controllers.

10.2.7 Party B shall not slack in the administration and recovery of claims due or dispose of existing principal property free of charge or otherwise improperly.

10.2.8 Party B shall obtain the written consent of Party A before undertaking major matters such as merger, division, reorganization, joint venture (cooperation), property right transfer, joint stock system reform, foreign investment and debt financing increase.

10.2.9 Party B shall ensure that the settlement, payment and other income and expenditure activities are mainly carried out in the bank settlement accounts opened by Party A. During the loan period, the settlement transaction share of Party B in the designated account shall be at least not less than the financing share of Party B in Party A.

10.2.10 In the case that Party B provides security pledge, if the balance of the security account is less than 95% of the corresponding specific loan amount due to exchange rate fluctuation, Party B is obliged to add security or other guarantees of corresponding amount as required by Party A.

11. Rights and obligations of Party A

11.1 Party A shall enjoy the following rights:

11.1.1 Party A has the right to require Party B to repay the loan principal, interest and expenses in full as agreed term;

11.1.2 Party A has the right to request Party B to provide information related to the loan;

11.1.3 Party A has the right to know Party B’s production, operation and financial activities;

11.1.4 Party A has the right to supervise Party B to use the loan for the purposes agreed in the Contract;

11.1.5 Party A shall have the right to supervise the accounts opened by Party B in Party A and entrust other institutions of China Merchants Bank other than Party A to supervise the accounts of Party B, and control the payment of loan funds according to the loan purpose and payment scope agreed by both parties; have the right to unilaterally suspend or restrict other online functions of the enterprise online banking/enterprise APP/of Party B’s account directly (including but not limited to closing other online functions of the enterprise online banking/enterprise App/, preset payment object list/single payment limit/stage payment limit, etc.) and other electronic payment channels, restrict the sale of settlement vouchers, restrict the counter payment and transfer of Party B’s account, and the payment and exchange functions of non-counter channels such as telephone bank and mobile bank;

11.1.6 Party A has the right to directly deduct money from the account opened by Party B in any institution of China Merchants Bank for repayment of the debts owed by Party B under the Contract and each specific business document (if the credit debt is not in RMB, Party 11.1.6 has the right to directly purchase foreign exchange or trade foreign exchange from any account of Party B according to the exchange rate announced at the time of deduction to repay the credit principal, interest and expenses);

11.1.7 Party A shall have the right to transfer its creditor’s rights to Party B, and have the right to notify Party B of the transfer matters by fax, mailing, special person service, public announcement and the like, and to urge Party B to repay;

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11.1.5 In the buyer’s credit seller’s interest repayment business and the seller’s credit buyer’s interest repayment business, Party A has the right to refuse to issue the loan to Party B before receiving the Interest Payment Commitment Letter submitted by the Seller/Buyer;

11.1.9 Party A has the right to withdraw the loan in advance according to Party B’s fund inflow;

11.1.10 Party A has the right to supervise the account of Party B and entrust other institutions of China Merchants Bank other than Party A to supervise the account of Party B, and control the payment of loan funds according to the loan purpose and payment scope agreed by both parties;

11.1.11 When Party A finds that any circumstance specified in Article 10.2.6 of the Contract exists in Party B, Party A has the right to require Party B to implement the guarantee measures for safe repayment of loan principal and interest and all related expenses under the Contract in accordance with Party A’s requirements, and also has the right to directly take one or more breach relief measures agreed in the “Event of default and handling” clause herein;

11.1.12 Party A’s other rights under this Contract.

11.2 Party A shall undertake the following obligations:

11.2.1 Issue loan to Party B according to the conditions specified in the Contract;

11.2.2 Keep the financial, production and operation conditions of Party B confidential, except otherwise stipulated by laws and regulations, required by regulatory agencies, or provided to Party A’s superior or subordinate agencies, or professional institutions such as external audit, accountant or lawyer with equal confidentiality obligations.

12. Party B guarantees the following matters in particular

12.1 Party B is a legal entity formally established and legally existing according to Chinese laws. The registration and annual report announcement procedures are true, lawful and valid and have sufficient civil capacity to sign and perform the Contract;

12.2 The signing and performance of the Contract has been fully and effectively authorized by the Board of Directors or any other authority. The Contract shall be legally and effectively binding on Party B from the date of signing.

12.3 The loan project and its settlement shall meet the requirements of laws and regulations, and the loan shall not be used for fixed assets, equity and other investments; or be used to buy and sell valued securities, futures and real estate; or for borrow from each other for illicit income; or in the fields and purposes with production and operation items prohibited by the State; or for any purpose other than those specified in the Contract;

12.4 Where the borrower pays the loan fund independently, Party B shall report the loan fund payment to Party A periodically (at least monthly), and Party A has the right to check whether the loan payment conforms to the agreed purpose by means of account analysis, voucher inspection and site investigation;

12.5 With the consent of Party A, if Party B needs to use online banking for loan payment, Party B has the obligation to accept the restrictive measures made by Party A to online banking, including preset payment object list, single payment limit and stage payment limit;

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12.6 The documents, materials and vouchers provided by Party B concerning Party B, the guarantor, the mortgaged (pledgor) person and the mortgaged (pledged) property are true, accurate, complete and valid, and do not contain material errors or omit any material facts inconsistent with the facts;

12.7 At the time of signing the Contract, no lawsuit, arbitration or criminal or administrative penalty will occur to Party B or Party B’s main property, and no such lawsuit, arbitration or criminal or administrative penalty will occur during the execution of the Contract. In case of occurrence, Party B shall notify Party A immediately;

12.8 In its business activities, it shall strictly abide by various laws and regulations of the State, carry out various businesses in strict accordance with the business scope specified in Party B’s Business License, and timely handle the formalities of enterprise (legal person) registration, annual report and extension/extension of business term, etc.;

12.9 Maintain or improve the existing operation and management level, ensure the hedge and increase of the value of the existing assets, do not give up any expired creditor’s rights, and do not dispose of the existing main property without compensation or in other improper means;

12.10 Party B guarantees that there is no performance under the loan within foreign guarantee. In the case of such a situation, Party B shall notify Party A in time, and Party A has the right to suspend signing of a new contract for loan under the foreign guarantee or handle a new withdrawal; Party B guarantees that in the case of security performance, the sum of the outstanding principal balance and the external liabilities does not exceed the weighted balance of cross-border financing risks of Party B, and the risks arising from the weighted balance of cross-border financing risks of Party B shall be borne by Party B;

12.11 At the time of signing and performing this contract, Party B does not have any major event affecting the performance of Party B’s obligations under this contract.

13. Withdrawal and utilization

13.1 The use of loan by Party B under the Contract includes independent payment and entrusted payment.

13.1.1 Self-payment

Independent payment means that after Party A releases the loan funds to Party B’s account according to Party B’s withdrawal application, Party B shall independently pay to Party B’s counterparty. For the purpose agreed herein.

13.1.2 Trusted payment

Entrusted payment means that Party A pays the loan funds to Party B’s counterparty, through Party B’s account according to Party B’s withdrawal application and payment entrustment.

13.1.3 In the following cases, Party B shall adopt the entrusted payment method in full and unconditionally:

13.1.3.1 The single withdrawal of Party B exceeds RMB 10 million yuan (including, or equivalent to foreign currency);

13.1.3.2 Party A requires Party B to take the entrusted payment method according to the regulatory requirements or the need of risk management and control.

13.1.4 In the case of entrusted payment, the external payment after the loan is issued shall be approved by Party A before the external payment. Party B shall not evade the supervision of Party A through online banking, cheque withdrawal to other bank, neatening to zero, etc..

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13.2 Party B shall submit the withdrawal application (which can be affixed with the official seal of Party B or the reserved seal of Party B in Party A), loan statement and materials required by Party A according to different requirements of independent payment and entrusted payment. Otherwise, Party A has the right to reject Party B’s application for withdrawal. If Party B provides inaccurate and incomplete payment information, resulting in delay or failure of fund payment, and Party B’s breach of contract with its counterparty or other losses, Party A shall not be liable.

13.3 If Party A agrees to issue the loan after receiving the above-mentioned documents, the actual amount, start and end date, purpose and interest rate of each loan/withdrawal shall be subject to the records of the loan certificate (or Party A’s system), and the unspecified contents shall be subject to the stipulations of the Contract.

For loan funds by entrusted payment method, Party B authorizes Party A to pay Party B’s counterparty through Party B’s account on the day of issuing (or the next working day after).

14. Loan extension

If Party B is unable to repay the loan herein on schedule and needs to handle loan extension, it shall submit a written application to Party A one month before the expiration of the Contract. If Party A agrees to extend the term upon review, Party A and Party B shall sign an extension agreement separately. If Party A disagrees with the extension, the Contract shall remain valid. The loan and interest payable already enjoyed by Party B shall be reimbursed in accordance with the Contract.

15. Costs

☐ 15.1 Where the Contract involves Party B to purchase accidental insurance with Party B as the first beneficiary, relevant insurance expenses shall be borne in the following manner. (Tick “☐” to indicate the provisions applicable)

Please tick “☐” to select:

☐ Undertaken by Party A.

☐ Party A and Party B shall jointly undertake per the following proportions: Party A _/ % B, Party B / %.

☐ 15.2 In case the Contract involves the enforcement of notarization fee (except the fee for applying for issuing the enforcement certificate), the following fees shall be borne (tick “☐” to indicate the provisions applicable).

Please tick “” to select:

☐ Undertaken by Party A.

☐ Party A and Party B shall jointly undertake the following proportions: Party A _/ % B, Party B / %.

15.3 For other matters entrusted to third parties, the relevant expenses shall be borne by the entrusting party. If both parties jointly act as principal, each party shall bear 50%.

In the case that Party B is unable to repay the loan principal and interest and repay the payable expenses under the Contract on time, all expenses such as attorney’s fee, lawsuit fee, travel expenses and application for issuance of enforcement certificate paid by Party A in order to realize the creditor’s right shall be borne by Party B in full, and Party B authorizes Party A to directly deduct the expenses from its bank account. In the case of any deficiency, Party B shall guarantee to repay the amount after receiving the notice of Party A, and Party A shall not be required to provide any proof.

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16. Event of default and handling

16.1 Event of default shall be deemed to have occurred under any of the following circumstances:

16.1.1 The special warranty of Party B under the Contract is untrue and incomplete, or Party B violates the special warranty and fails to correct it immediately as required by Party A;

16.1.2 Party B fails to draw and use the loan in accordance with the provisions of the Contract, or fails to repay the loan principal, interest and expenses in full and on time herein, or Party B fails to provide the inflow into the account as required by Party A, or fails to accept the supervision of Party A, and fails to immediately correct the loan upon requirement by Party A;

16.1.3 Party B incurs a material breach of contract under a legally valid contract with other creditors of Party B and that fails to be satisfactorily resolved within three months from the date of the breach.

The aforesaid material breach of contract means that Party B’s breach of contract causes its creditors to have the right to claim more than RMB 1 million.

16.1.4 Party B violates the stipulations of the Contract and other obligations, or Party A reasonably judges that the credit status of Party B decreases or other circumstances may affect the realization of Party A’s debts.

16.1.5 Party B adopts “neatening to zero” to avoid Party B’s entrusting Party A to pay the external fund according to the requirements of the Contract;

16.1.6 If Party B is a new three-board listing enterprise or intends to apply for the new three-board listing, the new three-board listing of Party B encounters significant obstacles or the listing application is suspended; Party B has been issued warning letter by the new third board market, ordered to correct, restricted securities account transactions and other self-regulatory measures for a total of more than 3 times, or taken disciplinary action, terminated listing or other circumstances;

16.1.7 When Party B as the supplier of the government procurement unit, which brought risks to Party A’s credit authorization, such as continuous or accumulated three-phase delayed payment, or Party B is disqualified from supply (entering the black list of government procurement), or Party B supplies untimely, deliveries unstable product quality, in difficult operation, in worsening financial situation (insolvent), the project is suspended, etc.

16.1.8 Party B’s financial indicators fail to continuously meet the requirements stipulated in the Contract, or any precondition (if any) for Party A to provide loan/financing to Party B as agreed in the Contract consistently.

16.1.9 Party B’s business activities may bring anti-money laundering or sanctions risks to Party A.

16.1.10 Party B suffers from any other circumstances that Party A deems harmful to its lawful rights and interests.

16.2 If any of the following circumstances occurs to the Guarantor, Party A considers that it may affect the guaranty ability of the Guarantor, and requires the Guarantor to exclude the adverse effects caused therefrom, or requires Party B to add or replace the guarantee conditions, and if the Guarantor and Party B do not cooperate, the event of default shall be deemed to have occurred:

16.2.1 Party B fails to obtain the consent of Party A in case of any of the circumstances described in Article 10.2.6 of the Contract or the circumstances described in Article 10.2.8;

16.2.2 The irrevocable guarantee is issued with concealing the actual ability to bear the guarantee liability, or without the authorization of the competent authority;

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16.2.3 Fails to handle the formalities of registration, annual report of the enterprise and extension/extension of the business term on time;

16.2.4 Dereliction of administration and recovery of claims due or disposal of existing principal property free of charge or other improper means.

16.2.5 In breach of any of its obligations, undertakings or representations in the irrevocable guarantee signed.

16.3 If any of the following occurs to the mortgagor (or pledgor), Party A considers that the mortgage (or pledge) is not established or the mortgaged property (or pledge) is insufficient. If the mortgagor (or pledgor) is required to exclude the adverse effects caused by this, or Party B is required to add or replace the guarantee conditions, and the mortgagor (or pledgor) and Party B do not cooperate, the breach of contract shall be deemed to have occurred.

16.3.1 There is no ownership or disposition of the collateral (or pledge), or the ownership is in dispute;

16.3.2 The mortgage (or pledge) fails to be completed the mortgage/pledge registration formalities, or has been leased, established residence right, sealed up, retained, supervised, existing shared/statutory prior priority (including but not limited to the priority of construction project payment and chattel price mortgage), established seller ownership retention priority, lessor financial lease priority, and/or conceals the occurrence of such circumstances;

16.3.3 The Mortgagor, without the written consent of Party A, transfers, leases, establishes the right of residence, re-mortgages or disposes of the mortgaged property in any improper way or establishes any form of right burden, or the mortgaged property, with the written consent of Party A, is not used to repay the debts owed by Party B to Party A as required by Party A;

16.3.4 The mortgagor fails to properly keep, maintain and repair the mortgaged property, resulting in obvious depreciation of the value of the mortgaged property; Or the behavior of the mortgagor directly endangers the mortgaged property, resulting in a decrease in the value of the mortgaged property; Or the Mortgagor fails to insure/renew the mortgaged property as required by Party A during the mortgage period;

16.3.5 The mortgagor fails to immediately inform Party A of the occurrence or possible occurrence of the risk of expropriation and demolition of the mortgaged property, and performs relevant obligations as agreed in the mortgage contract;

16.3.6. Where the mortgagor provides the residual value mortgage guarantee for the business under the Contract with the mortgage property of China Merchants Bank, the mortgagor settles the individual mortgage loan in advance without the consent of Party A before Party B repay the debt under the Contract;

16.3.7 When the pledgor pledges the financial product, the financial product subscription fund source is illegal/compliant;

16.3.8 The occurrence or possible occurrence of mortgaged (pledged) property affects the value of mortgaged (pledged) property or Party A’s mortgage (pledged) right, etc.

16.3.9 The Mortgagor (or Pledger) breaches of any of its obligations, undertakings or representations under the Mortgage Contract/Pledging Contract signed by it.

16.4 When the guarantee under the Contract includes the pledge of accounts receivable, if the accounts receivable debtor suffers from obvious deterioration of operation, transfer of property/withdrawal of funds to avoid debts, collusion with the pledgor of accounts receivable to change the capital inflow path, resulting in the failure of accounts receivable to enter the special inflow account, loss of commercial reputation, loss of or possible loss of performance capacity or other major matters affecting its ability to repay debts, Party A has the right to require Party B to provide corresponding guarantee or provide new effective accounts receivable for pledge; If Party B fails to provide it, the event of default shall be deemed to have occurred.

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16.5 In the event of any of the above-mentioned Events of Default, Party A has the right to take the following measures at the same time or separately:

16.5.1. Change the entrusted payment conditions of the loan fund and cancel Party B’s use of the loan by means of “independent payment”;

16.5.2 Stop issuing loans not yet used by Party B;

16.5.3 Recover the loan principal and interest and related expenses issued in advance;

16.5.4. Directly freeze/deduct the deposits in the settlement account or other accounts of Party B, and entrust other institutions of China Merchants Bank to freeze/deduct the deposits of Party B in such institutions to pay off all the debts of Party B under the Contract, stop opening new settlement accounts for Party B, and stop handling new credit cards of Party B’s legal representative;

16.5.5 Submit the information of Party B’s breach of contract and discredit to the credit reference institution and banking associations, and shall have the right to share such information among banking institutions by appropriate means and even publicize it to the society;

16.5.6 Dispose of the collateral and/or recover from the guarantor in accordance with the provisions of the guarantee document;

16.5.7 Party A may also directly request Party B to provide other property acceptable as a new guarantee, if Party B fails to provide a new guarantee as required, Party B shall bear penalty equal to 30.0% of the loan amount under the Contract.

16.5.8 Recourse in accordance with this Contract.

16.6 For the funds obtained by Party A through recovery, the payment shall be made in the order of expenses, penalty, compound interest, penalty interest, interest, and final loan principal, until all principal and interest and all related expenses are paid off.

For loans issued in installments, the funds obtained by recourse shall be repaid in descending order of the maturity date of the loan, and the specific principal and interest, liquidated damages and expenses of each loan period shall be repaid in descending order of the maturity date of the loan.

Party A has the right to adjust the above-mentioned repayment sequence unilaterally, unless otherwise required by laws and regulations.

17. Alteration and termination of the contract

The Contract may be modified and rescinded by the written agreement reached by both parties through negotiation. The Contract shall remain valid until the written agreement is reached. Neither party may unilaterally modify, or rescind the Contract.

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18. Miscellaneous

18.1 Changes in situation and force mjeure

18.1.1 If Party A’s loan behavior under the Contract becomes illegal due to changes in applicable laws or policies, Party A has the right to terminate the Contract and declare all loans issued to mature ahead of time, and Party B shall repay them immediately as required by Party A.

18.1.2 In the case of any change in the requirements of applicable laws and policies, which results in additional costs for Party A to perform the loan obligations hereunder, Party B shall compensate the additional costs incurred by Party A according to the requirements of Party A.

18.1.3 In the course of performing the Contract, if one or both parties encounter force majeure, the party suffering force majeure shall not be liable for compensation for the loss suffered by the other party, but shall have the obligation to notify the other party in time and take reasonable measures to prevent the loss from expanding; otherwise, the party shall be liable to the other party for compensation for the expanded loss.

18.2 Reservations of rights

During the effective period of the Contract, Party A shall not give any tolerance, grace or delay to any breach or delay of Party B, and shall not prejudice, affect or restrict all rights and interests of Party A as creditors in accordance with the Contract and relevant laws, and shall not permit or accept any breach of the Contract by Party A, and shall not be deemed as waiver of Party A’s right to act on existing or future breach of the Contract.

18.3 Notification

The notices, requirements or other documents of Party A and Party B related to the Contract shall be sent in writing (including but not limited to letters, faxes, e-mails, electronic platforms such as China Merchants Bank Enterprise Online Banking/Enterprise App, mobile phone short messages or WeChat). Party B shall confirm the address and service of documents as follows:

18.3.1 Party B confirms and agrees to take Party B’s China Merchants Bank Enterprise Online Banking/Enterprise App and Party B’s contact address, e-mail, fax number, mobile phone number or WeChat specified in the Contract as the service address of all commercial and legal documents of Party B under the Contract.

Commercial documents referred to in this Article refer to various commercial documents such as business notice, confirmation, notice of breach of contract, notice of advance maturity, and overdue reminder during the business transaction hereunder; the legal instruments mentioned in this Article including notarial instruments and judicial instruments (including but not limited to the judicial instruments at the trial and execution stage, such as the statement of indictment/arbitration application, the statement of appeal, the reply, the evidence, the summons, the notice of appearance, the notice of proof, the notice of hearing, the notice of hearing, the judgment/award, the written order, the mediation agreement, and the notice of performance within a time limit).

Party A, the respondent court and the notary office shall be deemed to have been effectively served at the service address agreed in the preceding paragraph by the service method agreed herein.

18.3.2 Party B confirms and agrees that delivery by hand (including but not limited to delivery by lawyer/notary public, express delivery, etc.) shall be deemed as delivery by signature of the receiving party (in case of rejection by the receiving party, it shall be deemed as delivery on the date of rejection/return or seven days after the date of mailing, whichever is earlier); If it is delivered by postal letter, it shall be deemed to be served seven days after it is sent; In case of electronic delivery by fax, email, CMB Enterprise Online Banking/Enterprise APP (i.e. delivery to CMB Enterprise Online Banking/Enterprise APP through CMB Enterprise Online Banking/Enterprise APP), mobile phone SMS or WeChat, the date shall be determined by displayed date of successful delivery the Party A’s corresponding system/electronic device. Where Party A notifies Party B of the transfer of creditor’s rights by means of announcement in the public media or urges Party B for repayment, it shall be deemed to be served on the date of announcement.

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18.3.3 If Party B changes the contact address, e-mail address, fax number or mobile phone number or WeChat, Party B shall notify Party A in writing of the changed information within five working days from the date of change, otherwise Party A has the right to deliver the information according to the original contact address or information of Party B. If Party B fails to successfully deliver the contact address or information change, the date of delivery shall be deemed as 7 days after return or the date of delivery (whichever is earlier). Party B shall bear the possible losses arising therefrom, which shall not affect the legal effect of service.

18.3.4 Party B further agrees that the court may serve judicial documents on Party B through electronic means such as the China Trial Process Information Publication Network and the national uniform service platform; If the aforesaid mentioned way of service is adopted, the date on which the judicial documents are successfully sent shall be deemed as the service date indicated by the China Trial Process Information Publication Network and the national unified service platform; Where the court completes the service of judicial documents by electronic service, it is not necessary to serve the paper judicial documents at the contact address of Party B.

18.3.5 The service address and service method agreed in this Article shall be applicable to the period of contract performance, dispute settlement, arbitration, court trial (first instance, second instance and retrial) and execution.

18.4 The withdrawal application, loan receipt, business information recorded by Party A system and the written supplementary agreement reached by Party A and Party B through negotiation on matters not covered herein and changes herein shall constitute an integral part of the Contract.

18.5 In order to facilitate business handling, all operations (including but not limited to application acceptance, data review, lending, transaction confirmation, deduction, inquiry, receipt printing, collection, payment deduction, etc.) involving transactions of Party A may be handled by any branch within the jurisdiction of Party A, and relevant letters may be generated, issued or issued. The business operations and letters of the branch within the jurisdiction of Party A shall be deemed as Party A’s acts and shall be binding on Party B.

18.6 Other agreements:

The loan under the Contract shall be lump-sum loan according to the loan notice issued by Shenzhen Medium and Small Enterprises Financing Guarantee Co., Ltd.

19. Applicable law and dispute resolution

19.1 The conclusion, interpretation and settlement of the Contract shall be governed by the laws of the People’s Republic of China (excluding the laws of Hong Kong, Macao and Taiwan), and the rights and interests of Party A and Party B shall be guaranteed by the laws of the People’s Republic of China.

19.1 If the dispute between Party A and Party B during the performance of the Contract cannot be settled through negotiation, either party shall (please tick in “☐” in one of the three):

þ19.2.1 To bring a lawsuit to the people’s court with jurisdiction where Party A is located;

☐ 19.2.2 Shall file a lawsuit with the people’s court having jurisdiction over the place where the contract is signed, and the place where the contract is signed is /;

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☐ 19.2.3 Apply to/(fill in the specific name of the arbitration instrument) for arbitration in accordance with the prevailing arbitration rules, with the arbitration place located at _/.

19.3 After Party A and Party B have handled the notarization giving enforcement effect to the Contract, Party A may directly apply to the competent people’s court for compulsory enforcement, so as to recover the debts due under the Contract.

20. Contract effectiveness

The Contract shall come into force after being signed by the legal representative (person in charge) or authorized agent of both parties (or stamped) and affixed with the official seal of the unit/contract special seal, and shall automatically become invalid until the date when all loan principal and interest and other related expenses under the Contract are paid off.

21. Annex

The Contract is made in quadruplicate, each of the same legal effect, with Party A, Party B and each guarantor each holding one copy.

Party B declares that:

All terms of this contract are reached after fully negotiation by both parties. Party A has brought to the special attention of Party B the clauses related to the exemption or reduction of Party A’s responsibilities and other significant interests of Party B, and made corresponding explanations on the above clauses at the request of Party B. Party B has fully and accurately understood it. The parties hereto shall have the same understanding of the terms of the Contract.

(No text below)

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(The following is the signature column of the Loan Contract No. 755HT2021169271)

Party A: China Merchants Bank Co., Ltd. Shenzhen Branch (Sealed with special seal for contract)

Legal representative/responsible person or authorized agent (signature/signature seal): Yue Ying (sealed)

Contact address: CMB Shenzhen Branch Building, 2016 Shennan Avenue, Futian District, Shenzhen.

755923831810101

The official seal has been verified: Deng Kaidan

Party B: Shenzhen VLG Wireless Technology Co., Ltd. (sealed)

Legal representative/responsible person or authorized agent (signature/signature seal): Bai Guiqing (sealed)

Contact Address: 3/F&4/F, Building 1, Haoyee Industrial Park, Tiegang Road, Xixiang Sub-district, Bao’an District, Shenzhen, Guangdong Province

Email address: _/

Fax No.: _/

Contact number: 13530081875

WeChat: _/

Date: September 23, 2021

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China Merchant Bank

Loan Certificate

Contract Number: Lending Date:

Name of Borrower:			Account number
Loan amount:			In figures
Business due date:	Interest rate	þFixed rate	☐ Floating rate: Floating period: ☐ M/☐ D
		Based on the one-year loan market quotation rate as published by the National Inter-Bank Offer Rate Center on the working day before the pricing date. ☐ floating up/☐ down %, or þadding/☐ subtracting basis points. ☐ One-off Interest Collection (Collect Before/After) ☐ Interest Settlement by Month ☐ Interest Settlement by Quarter ☐ Annual Interest Settlement ☐ Interest Settlement by Single Amounts
It is hereby confirmed that the above amount has been issued by the bank; the use, repayment or abnormality of the fund borrowed shall be handled in accordance with the relevant business agreement. Shenzhen VLG Wireless Technology Co., Ltd., Special seal for finance (sealed) Bai Guiqing (sealed)

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Dear Customer, In order to safeguard the Bank rights and interests, please read the full contract carefully before signing, especially the blackened and bold clauses. If there is any doubt, please inquire. Or the Bank may further consult the Bank lawyer and relevant professionals.

Loan Contract

No.: 755HT2021169271

☐ This contract is the specific contract under Credit Agreement numbered / ,(If this clause applies, tick “☐”)

Lender: China Merchants Bank Co., Ltd., Shenzhen Branch (Hereinafter referred to as “Party A”)

Borrower: Shenzhen VLG Wireless Technology Co., Ltd. (Hereinafter referred to as “Party B”)

Party B applies to Party A for loan, and Party A agrees to issue the loan upon review. Party A and Party B hereby concluded the Contract based on the following clauses through thorough consultation in accordance with relevant laws and regulations.

1. Currency and amount of loan

RMB (in words) Five Million Yuan only.

2. Purpose of the loan

This loan is a working capital loan and can only be used for payment of goods. Without the written consent of Party A, Party B shall not divert for other purposes.

3. Term of loan

For a period of 12 months, counting from the actual loan issuing date, subject to the loan certificate (or Party A’s system record).

During the term of the loan, Party A may issue the loan by installments according to the actual usage of the loan by Party B, and the specific loan amount and start/end date of each period shall follow the loan certificate (or Party A’s system record).

þDuring the loan term, Party A has the right to require Party B to repay the loan in installments in accordance with the following plan (if the following terms are selected, tick “☐”):

For the loan principal under the Contract, Party B shall repay One Hundred and Fifty Thousand Yuan Only on the 21st of each month from the month following the loan issuance date, and the balance shall be settled at one time on the expiry date of the loan term under the Contract;

/

☐ Party B shall repay all loan principal at a lump sum on the loan maturity date. (If this clause is used, tick “☐”)

4. Account information

☐ 4.1 Loan-specific account (Tick “☐” to indicate that the provisions of this article apply)

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The issuance and external payment of all loan funds under the Contract shall be handled through the following accounts.

Account name:/

Account No.:/

Bank:/

4.2. Fund receiving account

4.2.1 Party A and Party B agree to designate the following account as Party B’s fund receiving account:

Account name: Shenzhen VLG Wireless Technology Co., Ltd.

Account No.: 755923831810101

Bank: China Merchants Bank Co., Ltd., Shenzhen Venture Branch

4.2.2 The account monitoring requirements are as follows: _/

Party A has the right to withdraw the loan in advance according to Party B’s fund receiving, that is, when capital flow into the account, the corresponding amount of loan can be considered as due in advance, and Party A has the right to directly deduct from the account to repay the loan.

4.2.3 Party B shall provide the above-mentioned account in-flow and out-flow information on a quarterly basis, and cooperate with Party A to monitor relevant accounts and receiving funds.

5. Loan rate and interest

5.1 Interest rate:

5.1.1 The loan adopts (tick “☐” if applicable):

þFixed rate ☐ Floating rate

5.1.2 Determination of interest rate during the contract period (tick “☐” if applicable):

5.1.2.1 In the case of issuing RMB loan, the quotation rate (LPR) in the loan market of one year or above published by the National Inter-Bank Offer Rate Center for þ1-year/☐ 5-yaear above loan on working day before the pricing date shall be taken as the benchmark interest rate, þplus/minus 50.00 basic points (BPs) or/as the benchmark interest rate.

The floating ratio (hereinafter referred to as “floating ratio”) or plus or minus basic point (hereinafter referred to as “basic point”) agreed herein on the basis of the benchmark interest rate refers to that determined at the time of signing of the Contract. If the floating ratio or basic point (BPs) and other interest rate elements agreed herein are inconsistent with the records of the loan certificate (or Party A’s system record), the records of the loan certificate (or Party A’s system record) shall prevail.

5.1.2.2 In the case of foreign currency loan, the benchmark interest rate shall base on the pricing date or the first or second working day prior to the pricing day for the same currency loaned for ☐ / month/☐ / day, ☐ / plus/☐ / minus/basic point (BPs). Party A shall determine the interest rate based on international practices.

5.1.2.3 Pricing date refers to the reference date used to determine the benchmark interest rate during the loan period or floating period. If the fixed interest rate is adopted for the loan, the pricing date shall be the actual issuing date of the loan; when the floating interest rate is adopted for the loan, the pricing date shall be determined in accordance with Article 5.1.3.

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5.1.3 In the case of this loan, the floating rate shall be a floating period of / month / day, and the base rate applicable during each floating period shall be determined in accordance with the provisions of this Article.

The actual loan issue date is the pricing date of the first floating period, and the first day of each floating period thereafter is the pricing date of the floating period.

5.1.4 Party A has the right to adjust the benchmark interest rate or interest rate pricing method periodically or irregularly according to the changes in relevant national policies, domestic and foreign market changes or changes in Party A’s own credit policies. Such adjustment shall come into force after Party A notifies Party B (the notice shall be released at Party A’s outlet or on the official website of China Merchants Bank, or shall be sent to Party B per any contact address/method specified herein). The relevant loan newly regarding the withdrawal by Party B and the specific benchmark interest rate, floating ratio and/or basic point of the loan which has been withdrawn by Party B and has not been repaid before the notice takes effect shall be executed according to the notice of Party A. If Party B does not accept the adjustment, the loan may be repaid in advance; otherwise, it shall be deemed as approved and executed according to the notice.

In the case of any inconsistency between this Clause and other relevant parts of this Contract, the provisions of this Clause shall prevail.

5.1.5 If Party B fails to use the loan in accordance with the contract, for the loan part not for intended use, the penalty interest shall be charged 100% over the original rate from the date of change of use. The original rate means the rate applicable before the loan is repurposed.

Where Party B fails to repay the loan on schedule, the overdue interest (i.e. penalty interest) shall be charged on the basis of 50% (overdue loan interest rate) of the original interest rate as of the overdue date. The original rate means the rate applicable before the maturity date of the loan (including the advance maturity date) (or, in the case of a floating rate, the last floating period before the maturity date of the loan (including the advance maturity date)).

If the loan is overdue and not used in accordance with the contracted purpose, interest shall be calculated according to the higher of the above provisions.

5.1.6 If the People’s Bank of China adjusts the loan interest rate during the loan period, the relevant regulations of the People’s Bank of China shall be followed.

5.1.7 Unless otherwise specified, the loan interest rate hereunder shall be calculated by the simple interest method.

5.2 Interest calculation: The interest of the loan shall be calculated according to the actual loan amount and actual occupation days from the date of the loan entering into Party B’s account, and the interest calculation date shall be 20 days per month. The daily interest rate of RMB is equal to annual interest rate dividing 360, and the conversion method of daily interest rate of foreign currency shall be implemented in accordance with international practices.

If the maturity date of the loan is on a holiday, the loan shall be automatically postponed until the first following working day, and the interest shall be calculated according to the actual days occupied by the loan fund.

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5.3 Interest Payment

5.3.1 (Please tick “☐” for the applicable terms):

þ Party B shall pay interest on each interest day, and Party A may directly deduct interest payable from any of Party B’s account of China Merchants Bank.

☐ Party B shall pay all interest on the loan at one time on the maturity date of the loan, and Party A may directly deduct from any of Party B’s account of China Merchants Bank.

5.3.2 If the last repayment date of the loan principal is not the interest-bearing date, the last repayment date of the loan principal is the interest-paying date on which the Borrower shall pay all interest payable on the loan principal. If Party B fails to pay interest on time, Party B shall calculate compound interest on unpaid interest (including penalty interest) according to the overdue interest rate specified herein.

6. Prepayment

6.1 Where Party B applies for prepayment, it shall submit a written application to Party A 7 working days before the planned prepayment date, and pay the penalty for prepayment to Party A (except that Party B is a national standard small and micro enterprise). Prepayment penalty = prepayment amount * proportion of penalty damages. The specific proportion of penalty shall be determined by Party A according to the loan term and loan aging (i.e. the actual duration of the loan) agreed herein. After Party A approves Party B’s application for early repayment and notifies Party B in writing of the specific proportion of penalty, Party B shall pay Party A full amount of penalty for early repayment within the time required by Party A; otherwise Party A has the right to refuse Party B’s application for prepayment. Party A has the right but not the obligation to appropriately reduce the amount of penalty for Party B’s prepayment according to such factors as the remaining term of the loan at the time of prepayment.

6.2 Party B shall repay the loan in advance, and the interest rate shall still be calculated according to the stipulations of the Contract, and the interest payable shall be calculated according to the actual loan term.

7. Party B shall select (tick “☐” according to the actual situation) as required by Party A:

☐ Insure its core assets and designate Party A as the first beneficiary in order;

☐ Party B shall not sell or mortgage the assets designated by Party A before the loan is settled;

☐ Limit the dividend of its shareholders according to the requirements of Party A before the loan is settled as follows:

/

Party B shall ensure that all financial indexes of Party B during the loan period are not lower than the following requirements:

/

8. Security clause

8.1 All debts owed by Party B to Party A under the Contract shall be provided by Party B or a third party approved by Party A with property pledge guarantee or joint and several guarantee, and Party B or a third party as guarantor shall issue or sign a separate guarantee document as required by Party A.

8.2 If the Contract is a specific contract under the Credit Agreement, the liabilities under the Contract shall be automatically included in the guarantee scope of the guarantor who has signed the maximum amount mortgage/pledge contract with Party A or issued the maximum amount irrevocable guarantee to Party A.

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8.3 In the case that the Guarantor provides real estate mortgage guarantee for all debts owed by Party B to Party A under the Contract, if Party B is aware that the mortgaged property has been or may be included in the government demolition and collection plan, Party B shall immediately notify Party A, and urge the Mortgagor to continue to provide guarantee for Party B’s debts with the compensation products provided by the demolition party in accordance with relevant stipulations in the mortgage contract and complete corresponding guarantee formalities in time, or provide other guarantee measures required and recognized by Party A.

8.4 If the Guarantor fails to sign the guarantee agreement and complete the guarantee formalities (including the A/R debtor defence against the A/R before the A/R pledge), Party A has the right to refuse to issue the loan to Party B.

9. Loan prerequisites

The granting of the loan under this contract (including each loan separately granted) shall be based on the condition that Party B meets the following conditions. Party A has the right to refuse to issue loan if Party B fails to comply with the following:

9.1 Party B provides relevant materials according to the requirements of the Contract;

9.2 Party B shall cooperate with Party A’s supervision and inspection according to the requirements of the Contract;

9.3 For the loan issued, Party B has fulfilled the obligation of repayment in full and on time;

9.4 Party B does not have any event of default specified in the Contract;

9.5 Party B does not violate other provisions of the Contract.

The loan precondition is established to protect the rights and interests of Party A, and Party A has the right to unilaterally lower the requirements on the loan precondition.

10. Rights and obligations of Party B

10.1 Party B shall enjoy the following rights:

10.1.1 Has the right to draw and use all loans as agreed herein;

10.1.2 Has the right to require Party A to keep confidential the production, operation, property and account provided by Party B, unless otherwise specified herein;

10.1.3 Shall have the right to transfer debts to a third party after obtaining the written consent of Party A.

10.2 Party B shall undertake the following obligations:

10.2.1 It shall truthfully provide the documents and materials required by Party A (including but not limited to providing the true financial account books/statements and annual financial reports, major decisions and changes in production, operation and management, fund withdrawal/spending materials and materials related to collateral according to the period required by Party A), the financing situation of Party B in other financial institutions and the non-governmental financing situations (including the financing obtained by Party B at the time of signing the Contract and the financing being applied for), as well as all the opening banks, account numbers and the balance of deposit and loan, so as to ensure the truthfulness, accuracy and completeness of the provided materials, and cooperate with the investigation, review and inspection of Party A;

10.2.2 Party B shall accept Party A’s supervision over its use of credit funds and related production, operation and financial activities, and timely take reasonable measures for Party A’s suggestions or requirements;

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The 10.2.3 Party B shall use the loan for the purposes specified in the Contract and comply with the requirements of Party A on the payment management of loan funds;

10.2.4 Party B shall repay the loan principal, interest and expenses in full and on time as agreed in the Contract;

10.2.5 When Party B transfers all or part of the debts hereunder to a third party, Party A’s written consent shall be obtained;

10.2.6 In the case of any of the following circumstances, Party B shall immediately notify Party A and cooperate with Party A to implement the guarantee measures for the full repayment of loan principal and interest and all other expenses under the Contract as required by Party A:

10.2.6.1 Significant financial loss, asset loss or other financial crisis;

10.2.6.2 To provide loans or guarantees for the benefit of third parties or to protect third parties from loss, or to provide collateral (pledge) security against their own property (rights) (or all property/rights of the actual controller or its affiliates);

10.2.6.3 The credit status decreases and the profitability of the main business decreases;

10.2.6.4 In the case of suspension, revocation or cancellation of business license, application or bankruptcy or dissolution, or change of important enterprise information, such as change of enterprise name, registered address, business camp and beneficial owner; Or the controlling shareholder/actual controller of the Borrower changes; Or the legal representative, director or important senior management of the Borrower has personnel changes, or the freedom of such persons is restricted by the state authority due to violation of laws, discipline and other matters, or missing for more than 7 days, which may affect the normal operation of the Borrower;

10.2.6.5 The operation or financial crisis of its controlling shareholder, actual controller or other affiliated company affects its normal operation; Or its controlling shareholder/actual controller abuses the independent status of the company as a legal person or limited liability of the shareholder, evades debts, stops production, closes business, is cancelled or revoked business license, applying for or is applied for bankruptcy, dissolves, is punished by the competent authority, constitutes a criminal offence, and involves a material legal dispute; Or the legal representative/principal person in charge, director or important senior management of the controlling shareholder or other affiliated company or the actual controlling person changes, or such persons are punished/restricted by the state authority for violation of laws and discipline, or are missing for more than 7 days, which may affect its normal operation;

10.2.6.6 The major related transaction between its controlling shareholders, other affiliated companies and actual controllers with amount more than 10% of Party B’s net assets (Party B’s notice shall cover at least the affiliated relationship of all parties to the transaction, transaction items and nature, transaction amount or corresponding proportion, pricing policy (including transactions with no amount or only symbolic amount), etc.);

10.2.6.7 Any lawsuit, arbitration or criminal or administrative penalty that causes significant adverse consequences to its operation or property status;

10.2.6.8 Party B or its actual controller commits large amount of non-governmental usury; Or bad credit records such as lending to pay old loan, overdue loan, interest overdue, etc. in other bank; Or the internal capital chain of the affiliated enterprise of Party B fails, resulting in debt crisis; Or Party B’s project stops, delays construction or in major investment errors;

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10.2.6.9 Other major events that may affect the solvency of Party B and its controlling shareholders/actual controllers.

10.2.7 Party B shall not slack in the administration and recovery of claims due or dispose of existing principal property free of charge or otherwise improperly.

10.2.8 Party B shall obtain the written consent of Party A before undertaking major matters such as merger, division, reorganization, joint venture (cooperation), property right transfer, joint stock system reform, foreign investment and debt financing increase.

10.2.9 Party B shall ensure that the settlement, payment and other income and expenditure activities are mainly carried out in the bank settlement accounts opened by Party A. During the loan period, the settlement transaction share of Party B in the designated account shall be at least not less than the financing share of Party B in Party A.

10.2.10 In the case that Party B provides security pledge, if the balance of the security account is less than 95% of the corresponding specific loan amount due to exchange rate fluctuation, Party B is obliged to add security or other guarantees of corresponding amount as required by Party A.

11. Rights and obligations of Party A

11.1 Party A shall enjoy the following rights:

11.1.1 Party A has the right to require Party B to repay the loan principal, interest and expenses in full as agreed term;

11.1.2 Party A has the right to request Party B to provide information related to the loan;

11.1.3 Party A has the right to know Party B’s production, operation and financial activities;

11.1.4 Party A has the right to supervise Party B to use the loan for the purposes agreed in the Contract;

11.1.5 Party A shall have the right to supervise the accounts opened by Party B in Party A and entrust other institutions of China Merchants Bank other than Party A to supervise the accounts of Party B, and control the payment of loan funds according to the loan purpose and payment scope agreed by both parties; have the right to unilaterally suspend or restrict other online functions of the enterprise online banking/enterprise APP/of Party B’s account directly (including but not limited to closing other online functions of the enterprise online banking/enterprise App/, preset payment object list/single payment limit/stage payment limit, etc.) and other electronic payment channels, restrict the sale of settlement vouchers, restrict the counter payment and transfer of Party B’s account, and the payment and exchange functions of non-counter channels such as telephone bank and mobile bank;

11.1.6 Party A has the right to directly deduct money from the account opened by Party B in any institution of China Merchants Bank for repayment of the debts owed by Party B under the Contract and each specific business document (if the credit debt is not in RMB, Party 11.1.6 has the right to directly purchase foreign exchange or trade foreign exchange from any account of Party B according to the exchange rate announced at the time of deduction to repay the credit principal, interest and expenses);

11.1.7 Party A shall have the right to transfer its creditor’s rights to Party B, and have the right to notify Party B of the transfer matters by fax, mailing, special person service, public announcement and the like, and to urge Party B to repay;

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11.1.5 In the buyer’s credit seller’s interest repayment business and the seller’s credit buyer’s interest repayment business, Party A has the right to refuse to issue the loan to Party B before receiving the Interest Payment Commitment Letter submitted by the Seller/Buyer;

11.1.9 Party A has the right to withdraw the loan in advance according to Party B’s fund inflow;

11.1.10 Party A has the right to supervise the account of Party B and entrust other institutions of China Merchants Bank other than Party A to supervise the account of Party B, and control the payment of loan funds according to the loan purpose and payment scope agreed by both parties;

11.1.11 When Party A finds that any circumstance specified in Article 10.2.6 of the Contract exists in Party B, Party A has the right to require Party B to implement the guarantee measures for safe repayment of loan principal and interest and all related expenses under the Contract in accordance with Party A’s requirements, and also has the right to directly take one or more breach relief measures agreed in the “Event of default and handling” clause herein;

11.1.12 Party A’s other rights under this Contract.

11.2 Party A shall undertake the following obligations:

11.2.1 Issue loan to Party B according to the conditions specified in the Contract;

11.2.2 Keep the financial, production and operation conditions of Party B confidential, except otherwise stipulated by laws and regulations, required by regulatory agencies, or provided to Party A’s superior or subordinate agencies, or professional institutions such as external audit, accountant or lawyer with equal confidentiality obligations.

12. Party B guarantees the following matters in particular

12.1 Party B is a legal entity formally established and legally existing according to Chinese laws. The registration and annual report announcement procedures are true, lawful and valid and have sufficient civil capacity to sign and perform the Contract;

12.2 The signing and performance of the Contract has been fully and effectively authorized by the Board of Directors or any other authority. The Contract shall be legally and effectively binding on Party B from the date of signing.

12.3 The loan project and its settlement shall meet the requirements of laws and regulations, and the loan shall not be used for fixed assets, equity and other investments; or be used to buy and sell valued securities, futures and real estate; or for borrow from each other for illicit income; or in the fields and purposes with production and operation items prohibited by the State; or for any purpose other than those specified in the Contract;

12.4 Where the borrower pays the loan fund independently, Party B shall report the loan fund payment to Party A periodically (at least monthly), and Party A has the right to check whether the loan payment conforms to the agreed purpose by means of account analysis, voucher inspection and site investigation;

12.5 With the consent of Party A, if Party B needs to use online banking for loan payment, Party B has the obligation to accept the restrictive measures made by Party A to online banking, including preset payment object list, single payment limit and stage payment limit;

12.6 The documents, materials and vouchers provided by Party B concerning Party B, the guarantor, the mortgaged (pledgor) person and the mortgaged (pledged) property are true, accurate, complete and valid, and do not contain material errors or omit any material facts inconsistent with the facts;

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12.7 At the time of signing the Contract, no lawsuit, arbitration or criminal or administrative penalty will occur to Party B or Party B’s main property, and no such lawsuit, arbitration or criminal or administrative penalty will occur during the execution of the Contract. In case of occurrence, Party B shall notify Party A immediately;

12.8 In its business activities, it shall strictly abide by various laws and regulations of the State, carry out various businesses in strict accordance with the business scope specified in Party B’s Business License, and timely handle the formalities of enterprise (legal person) registration, annual report and extension/extension of business term, etc.;

12.9 Maintain or improve the existing operation and management level, ensure the hedge and increase of the value of the existing assets, do not give up any expired creditor’s rights, and do not dispose of the existing main property without compensation or in other improper means;

12.10 Party B guarantees that there is no performance under the loan within foreign guarantee. In the case of such a situation, Party B shall notify Party A in time, and Party A has the right to suspend signing of a new contract for loan under the foreign guarantee or handle a new withdrawal; Party B guarantees that in the case of security performance, the sum of the outstanding principal balance and the external liabilities does not exceed the weighted balance of cross-border financing risks of Party B, and the risks arising from the weighted balance of cross-border financing risks of Party B shall be borne by Party B;

12.11 At the time of signing and performing this contract, Party B does not have any major event affecting the performance of Party B’s obligations under this contract.

13. Withdrawal and utilization

13.1 The use of loan by Party B under the Contract includes independent payment and entrusted payment.

13.1.1 Self-payment

Independent payment means that after Party A releases the loan funds to Party B’s account according to Party B’s withdrawal application, Party B shall independently pay to Party B’s counterparty. For the purpose agreed herein.

13.1.2 Trusted payment

Entrusted payment means that Party A pays the loan funds to Party B’s counterparty, through Party B’s account according to Party B’s withdrawal application and payment entrustment.

13.1.3 In the following cases, Party B shall adopt the entrusted payment method in full and unconditionally:

13.1.3.1 The single withdrawal of Party B exceeds RMB 10 million yuan (including, or equivalent to foreign currency);

13.1.3.2 Party A requires Party B to take the entrusted payment method according to the regulatory requirements or the need of risk management and control.

13.1.4 In the case of entrusted payment, the external payment after the loan is issued shall be approved by Party A before the external payment. Party B shall not evade the supervision of Party A through online banking, cheque withdrawal to other bank, neatening to zero, etc..

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13.2 Party B shall submit the withdrawal application (which can be affixed with the official seal of Party B or the reserved seal of Party B in Party A), loan statement and materials required by Party A according to different requirements of independent payment and entrusted payment. Otherwise, Party A has the right to reject Party B’s application for withdrawal. If Party B provides inaccurate and incomplete payment information, resulting in delay or failure of fund payment, and Party B’s breach of contract with its counterparty or other losses, Party A shall not be liable.

13.3 If Party A agrees to issue the loan after receiving the above-mentioned documents, the actual amount, start and end date, purpose and interest rate of each loan/withdrawal shall be subject to the records of the loan certificate (or Party A’s system), and the unspecified contents shall be subject to the stipulations of the Contract.

For loan funds by entrusted payment method, Party B authorizes Party A to pay Party B’s counterparty through Party B’s account on the day of issuing (or the next working day after).

14. Loan extension

If Party B is unable to repay the loan herein on schedule and needs to handle loan extension, it shall submit a written application to Party A one month before the expiration of the Contract. If Party A agrees to extend the term upon review, Party A and Party B shall sign an extension agreement separately. If Party A disagrees with the extension, the Contract shall remain valid. The loan and interest payable already enjoyed by Party B shall be reimbursed in accordance with the Contract.

15. Costs

☐ 15.1 Where the Contract involves Party B to purchase accidental insurance with Party B as the first beneficiary, relevant insurance expenses shall be borne in the following manner. (Tick “☐” to indicate the provisions applicable)

Please tick “☐” to select:

☐ Undertaken by Party A.

☐ Party A and Party B shall jointly undertake per the following proportions: Party A _/ % B, Party B / %.

☐ 15.2 In case the Contract involves the enforcement of notarization fee (except the fee for applying for issuing the enforcement certificate), the following fees shall be borne (tick “☐” to indicate the provisions applicable).

Please tick “” to select:

☐ Undertaken by Party A.

☐ Party A and Party B shall jointly undertake the following proportions: Party A _/ % B, Party B / %.

15.3 For other matters entrusted to third parties, the relevant expenses shall be borne by the entrusting party. If both parties jointly act as principal, each party shall bear 50%.

In the case that Party B is unable to repay the loan principal and interest and repay the payable expenses under the Contract on time, all expenses such as attorney’s fee, lawsuit fee, travel expenses and application for issuance of enforcement certificate paid by Party A in order to realize the creditor’s right shall be borne by Party B in full, and Party B authorizes Party A to directly deduct the expenses from its bank account. In the case of any deficiency, Party B shall guarantee to repay the amount after receiving the notice of Party A, and Party A shall not be required to provide any proof.

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16. Event of default and handling

16.1 Event of default shall be deemed to have occurred under any of the following circumstances:

16.1.1 The special warranty of Party B under the Contract is untrue and incomplete, or Party B violates the special warranty and fails to correct it immediately as required by Party A;

16.1.2 Party B fails to draw and use the loan in accordance with the provisions of the Contract, or fails to repay the loan principal, interest and expenses in full and on time herein, or Party B fails to provide the inflow into the account as required by Party A, or fails to accept the supervision of Party A, and fails to immediately correct the loan upon requirement by Party A;

16.1.3 Party B incurs a material breach of contract under a legally valid contract with other creditors of Party B and that fails to be satisfactorily resolved within three months from the date of the breach.

The aforesaid material breach of contract means that Party B’s breach of contract causes its creditors to have the right to claim more than RMB 1 million.

16.1.4 Party B violates the stipulations of the Contract and other obligations, or Party A reasonably judges that the credit status of Party B decreases or other circumstances may affect the realization of Party A’s debts.

16.1.5 Party B adopts “neatening to zero” to avoid Party B’s entrusting Party A to pay the external fund according to the requirements of the Contract;

16.1.6 If Party B is a new three-board listing enterprise or intends to apply for the new three-board listing, the new three-board listing of Party B encounters significant obstacles or the listing application is suspended; Party B has been issued warning letter by the new third board market, ordered to correct, restricted securities account transactions and other self-regulatory measures for a total of more than 3 times, or taken disciplinary action, terminated listing or other circumstances;

16.1.7 When Party B as the supplier of the government procurement unit, which brought risks to Party A’s credit authorization, such as continuous or accumulated three-phase delayed payment, or Party B is disqualified from supply (entering the black list of government procurement), or Party B supplies untimely, deliveries unstable product quality, in difficult operation, in worsening financial situation (insolvent), the project is suspended, etc.

16.1.8 Party B’s financial indicators fail to continuously meet the requirements stipulated in the Contract, or any precondition (if any) for Party A to provide loan/financing to Party B as agreed in the Contract consistently.

16.1.9 Party B’s business activities may bring anti-money laundering or sanctions risks to Party A.

16.1.10 Party B suffers from any other circumstances that Party A deems harmful to its lawful rights and interests.

16.2 If any of the following circumstances occurs to the Guarantor, Party A considers that it may affect the guaranty ability of the Guarantor, and requires the Guarantor to exclude the adverse effects caused therefrom, or requires Party B to add or replace the guarantee conditions, and if the Guarantor and Party B do not cooperate, the event of default shall be deemed to have occurred:

16.2.1 Party B fails to obtain the consent of Party A in case of any of the circumstances described in Article 10.2.6 of the Contract or the circumstances described in Article 10.2.8;

16.2.2 The irrevocable guarantee is issued with concealing the actual ability to bear the guarantee liability, or without the authorization of the competent authority;

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16.2.3 Fails to handle the formalities of registration, annual report of the enterprise and extension/extension of the business term on time;

16.2.4 Dereliction of administration and recovery of claims due or disposal of existing principal property free of charge or other improper means.

16.2.5 In breach of any of its obligations, undertakings or representations in the irrevocable guarantee signed.

16.3 If any of the following occurs to the mortgagor (or pledgor), Party A considers that the mortgage (or pledge) is not established or the mortgaged property (or pledge) is insufficient. If the mortgagor (or pledgor) is required to exclude the adverse effects caused by this, or Party B is required to add or replace the guarantee conditions, and the mortgagor (or pledgor) and Party B do not cooperate, the breach of contract shall be deemed to have occurred.

16.3.1 There is no ownership or disposition of the collateral (or pledge), or the ownership is in dispute;

16.3.2 The mortgage (or pledge) fails to be completed the mortgage/pledge registration formalities, or has been leased, established residence right, sealed up, retained, supervised, existing shared/statutory prior priority (including but not limited to the priority of construction project payment and chattel price mortgage), established seller ownership retention priority, lessor financial lease priority, and/or conceals the occurrence of such circumstances;

16.3.3 The Mortgagor, without the written consent of Party A, transfers, leases, establishes the right of residence, re-mortgages or disposes of the mortgaged property in any improper way or establishes any form of right burden, or the mortgaged property, with the written consent of Party A, is not used to repay the debts owed by Party B to Party A as required by Party A;

16.3.4 The mortgagor fails to properly keep, maintain and repair the mortgaged property, resulting in obvious depreciation of the value of the mortgaged property; Or the behavior of the mortgagor directly endangers the mortgaged property, resulting in a decrease in the value of the mortgaged property; Or the Mortgagor fails to insure/renew the mortgaged property as required by Party A during the mortgage period;

16.3.5 The mortgagor fails to immediately inform Party A of the occurrence or possible occurrence of the risk of expropriation and demolition of the mortgaged property, and performs relevant obligations as agreed in the mortgage contract;

16.3.6. Where the mortgagor provides the residual value mortgage guarantee for the business under the Contract with the mortgage property of China Merchants Bank, the mortgagor settles the individual mortgage loan in advance without the consent of Party A before Party B repay the debt under the Contract;

16.3.7 When the pledgor pledges the financial product, the financial product subscription fund source is illegal/compliant;

16.3.8 The occurrence or possible occurrence of mortgaged (pledged) property affects the value of mortgaged (pledged) property or Party A’s mortgage (pledged) right, etc.

16.3.9 The Mortgagor (or Pledger) breaches of any of its obligations, undertakings or representations under the Mortgage Contract/Pledging Contract signed by it.

16.4 When the guarantee under the Contract includes the pledge of accounts receivable, if the accounts receivable debtor suffers from obvious deterioration of operation, transfer of property/withdrawal of funds to avoid debts, collusion with the pledgor of accounts receivable to change the capital inflow path, resulting in the failure of accounts receivable to enter the special inflow account, loss of commercial reputation, loss of or possible loss of performance capacity or other major matters affecting its ability to repay debts, Party A has the right to require Party B to provide corresponding guarantee or provide new effective accounts receivable for pledge; If Party B fails to provide it, the event of default shall be deemed to have occurred.

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16.5 In the event of any of the above-mentioned Events of Default, Party A has the right to take the following measures at the same time or separately:

16.5.1. Change the entrusted payment conditions of the loan fund and cancel Party B’s use of the loan by means of “independent payment”;

16.5.2 Stop issuing loans not yet used by Party B;

16.5.3 Recover the loan principal and interest and related expenses issued in advance;

16.5.4. Directly freeze/deduct the deposits in the settlement account or other accounts of Party B, and entrust other institutions of China Merchants Bank to freeze/deduct the deposits of Party B in such institutions to pay off all the debts of Party B under the Contract, stop opening new settlement accounts for Party B, and stop handling new credit cards of Party B’s legal representative;

16.5.5 Submit the information of Party B’s breach of contract and discredit to the credit reference institution and banking associations, and shall have the right to share such information among banking institutions by appropriate means and even publicize it to the society;

16.5.6 Dispose of the collateral and/or recover from the guarantor in accordance with the provisions of the guarantee document;

16.5.7 Party A may also directly request Party B to provide other property acceptable as a new guarantee, if Party B fails to provide a new guarantee as required, Party B shall bear penalty equal to 30.0% of the loan amount under the Contract.

16.5.8 Recourse in accordance with this Contract.

16.6 For the funds obtained by Party A through recovery, the payment shall be made in the order of expenses, penalty, compound interest, penalty interest, interest, and final loan principal, until all principal and interest and all related expenses are paid off.

For loans issued in installments, the funds obtained by recourse shall be repaid in descending order of the maturity date of the loan, and the specific principal and interest, liquidated damages and expenses of each loan period shall be repaid in descending order of the maturity date of the loan.

Party A has the right to adjust the above-mentioned repayment sequence unilaterally, unless otherwise required by laws and regulations.

17. Alteration and termination of the contract

The Contract may be modified and rescinded by the written agreement reached by both parties through negotiation. The Contract shall remain valid until the written agreement is reached. Neither party may unilaterally modify, or rescind the Contract.

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18. Miscellaneous

18.1 Changes in situation and force mjeure

18.1.1 If Party A’s loan behavior under the Contract becomes illegal due to changes in applicable laws or policies, Party A has the right to terminate the Contract and declare all loans issued to mature ahead of time, and Party B shall repay them immediately as required by Party A.

18.1.2 In the case of any change in the requirements of applicable laws and policies, which results in additional costs for Party A to perform the loan obligations hereunder, Party B shall compensate the additional costs incurred by Party A according to the requirements of Party A.

18.1.3 In the course of performing the Contract, if one or both parties encounter force majeure, the party suffering force majeure shall not be liable for compensation for the loss suffered by the other party, but shall have the obligation to notify the other party in time and take reasonable measures to prevent the loss from expanding; otherwise, the party shall be liable to the other party for compensation for the expanded loss.

18.2 Reservations of rights

During the effective period of the Contract, Party A shall not give any tolerance, grace or delay to any breach or delay of Party B, and shall not prejudice, affect or restrict all rights and interests of Party A as creditors in accordance with the Contract and relevant laws, and shall not permit or accept any breach of the Contract by Party A, and shall not be deemed as waiver of Party A’s right to act on existing or future breach of the Contract.

18.3 Notification

The notices, requirements or other documents of Party A and Party B related to the Contract shall be sent in writing (including but not limited to letters, faxes, e-mails, electronic platforms such as China Merchants Bank Enterprise Online Banking/Enterprise App, mobile phone short messages or WeChat). Party B shall confirm the address and service of documents as follows:

18.3.1 Party B confirms and agrees to take Party B’s China Merchants Bank Enterprise Online Banking/Enterprise App and Party B’s contact address, e-mail, fax number, mobile phone number or WeChat specified in the Contract as the service address of all commercial and legal documents of Party B under the Contract.

Commercial documents referred to in this Article refer to various commercial documents such as business notice, confirmation, notice of breach of contract, notice of advance maturity, and overdue reminder during the business transaction hereunder; the legal instruments mentioned in this Article including notarial instruments and judicial instruments (including but not limited to the judicial instruments at the trial and execution stage, such as the statement of indictment/arbitration application, the statement of appeal, the reply, the evidence, the summons, the notice of appearance, the notice of proof, the notice of hearing, the notice of hearing, the judgment/award, the written order, the mediation agreement, and the notice of performance within a time limit).

Party A, the respondent court and the notary office shall be deemed to have been effectively served at the service address agreed in the preceding paragraph by the service method agreed herein.

18.3.2 Party B confirms and agrees that delivery by hand (including but not limited to delivery by lawyer/notary public, express delivery, etc.) shall be deemed as delivery by signature of the receiving party (in case of rejection by the receiving party, it shall be deemed as delivery on the date of rejection/return or seven days after the date of mailing, whichever is earlier); If it is delivered by postal letter, it shall be deemed to be served seven days after it is sent; In case of electronic delivery by fax, email, CMB Enterprise Online Banking/Enterprise APP (i.e. delivery to CMB Enterprise Online Banking/Enterprise APP through CMB Enterprise Online Banking/Enterprise APP), mobile phone SMS or WeChat, the date shall be determined by displayed date of successful delivery the Party A’s corresponding system/electronic device. Where Party A notifies Party B of the transfer of creditor’s rights by means of announcement in the public media or urges Party B for repayment, it shall be deemed to be served on the date of announcement.

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18.3.3 If Party B changes the contact address, e-mail address, fax number or mobile phone number or WeChat, Party B shall notify Party A in writing of the changed information within five working days from the date of change, otherwise Party A has the right to deliver the information according to the original contact address or information of Party B. If Party B fails to successfully deliver the contact address or information change, the date of delivery shall be deemed as 7 days after return or the date of delivery (whichever is earlier). Party B shall bear the possible losses arising therefrom, which shall not affect the legal effect of service.

18.3.4 Party B further agrees that the court may serve judicial documents on Party B through electronic means such as the China Trial Process Information Publication Network and the national uniform service platform; If the aforesaid mentioned way of service is adopted, the date on which the judicial documents are successfully sent shall be deemed as the service date indicated by the China Trial Process Information Publication Network and the national unified service platform; Where the court completes the service of judicial documents by electronic service, it is not necessary to serve the paper judicial documents at the contact address of Party B.

18.3.5 The service address and service method agreed in this Article shall be applicable to the period of contract performance, dispute settlement, arbitration, court trial (first instance, second instance and retrial) and execution.

18.4 The withdrawal application, loan receipt, business information recorded by Party A system and the written supplementary agreement reached by Party A and Party B through negotiation on matters not covered herein and changes herein shall constitute an integral part of the Contract.

18.5 In order to facilitate business handling, all operations (including but not limited to application acceptance, data review, lending, transaction confirmation, deduction, inquiry, receipt printing, collection, payment deduction, etc.) involving transactions of Party A may be handled by any branch within the jurisdiction of Party A, and relevant letters may be generated, issued or issued. The business operations and letters of the branch within the jurisdiction of Party A shall be deemed as Party A’s acts and shall be binding on Party B.

18.6 Other agreements:

The loan under the Contract shall be lump-sum loan according to the loan notice issued by Shenzhen Medium and Small Enterprises Financing Guarantee Co., Ltd.

19. Applicable law and dispute resolution

19.1 The conclusion, interpretation and settlement of the Contract shall be governed by the laws of the People’s Republic of China (excluding the laws of Hong Kong, Macao and Taiwan), and the rights and interests of Party A and Party B shall be guaranteed by the laws of the People’s Republic of China.

19.1 If the dispute between Party A and Party B during the performance of the Contract cannot be settled through negotiation, either party shall (please tick in “☐” in one of the three):

þ19.2.1 To bring a lawsuit to the people’s court with jurisdiction where Party A is located;

☐ 19.2.2 Shall file a lawsuit with the people’s court having jurisdiction over the place where the contract is signed, and the place where the contract is signed is /;

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☐ 19.2.3 Apply to/(fill in the specific name of the arbitration instrument) for arbitration in accordance with the prevailing arbitration rules, with the arbitration place located at _/.

19.3 After Party A and Party B have handled the notarization giving enforcement effect to the Contract, Party A may directly apply to the competent people’s court for compulsory enforcement, so as to recover the debts due under the Contract.

20. Contract effectiveness

The Contract shall come into force after being signed by the legal representative (person in charge) or authorized agent of both parties (or stamped) and affixed with the official seal of the unit/contract special seal, and shall automatically become invalid until the date when all loan principal and interest and other related expenses under the Contract are paid off.

21. Annex

The Contract is made in quadruplicate, each of the same legal effect, with Party A, Party B and each guarantor each holding one copy.

Party B declares that:

All terms of this contract are reached after fully negotiation by both parties. Party A has brought to the special attention of Party B the clauses related to the exemption or reduction of Party A’s responsibilities and other significant interests of Party B, and made corresponding explanations on the above clauses at the request of Party B. Party B has fully and accurately understood it. The parties hereto shall have the same understanding of the terms of the Contract.

(No text below)

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(The following is the signature column of the Loan Contract No. 755HT2021169271)

Party A: China Merchants Bank Co., Ltd. Shenzhen Branch (Sealed with pecial seal for contract)

Legal representative/responsible person or authorized agent (signature/signature seal): Yue Ying (sealed)

Contact address: CMB Shenzhen Branch Building, 2016 Shennan Avenue, Futian District, Shenzhen.

75923831810101

The official seal has been verified: Deng Kaidan

Party B: Shenzhen VLG Wireless Technology Co., Ltd. (sealed)

Legal representative/responsible person or authorized agent (signature/signature seal): Bai Guiqing (sealed)

Contact Address: 3/F&4/F, Building 1, Haoyee Industrial Park, Tiegang Road, Xixiang Sub-district, Bao’an District, Shenzhen, Guangdong Province

Email address: _/

Fax No.: _/

Contact number: 13530081875

WeChat: _/

Date: September 23, 2021

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EX-10.16

Exhibit 10.16

Customized Chip Framework Supply Agreement 

Contract No.: XMEOC20190101-001

This cooperation agreement is established by Xiamen Yixinyuan Semiconductor Technology Co., Ltd., a company established in accordance with the laws of China, and its registered address is located at Unit 402, No. 1736 Gangzhong Road, Xiamen Area, China (Fujian) Pilot Free Trade Zone (hereinafter referred to as the “Supplier”), and Shenzhen Xinsheng Technology Co., Ltd., a company established under the laws of China, with its registered address at 7A, 7th Floor, Nanhang Building, North District, High-tech Park, Nanshan District, Shenzhen (hereinafter referred to as “the buyer”) . Signed and entered into force on January 1, 2019, and the cooperation period is five years from the effective date.

This framework cooperation agreement is based on the provisions of the “Contract Law of the People’s Republic of China” and relevant laws and regulations, through friendly negotiation, and the cooperation terms are as follows:

1. Content of cooperation

The supplier hereby customizes the production of chip products for the buyer in accordance with the provisions of this cooperation agreement. Unless otherwise stipulated in this cooperation agreement, the buyer is completely independent to sell the chip products supplied by the supplier.

2. Cooperation Mode

The two parties jointly customize products. During the cooperation period, the cooperation model agreed by both parties is the Buy-and-resell model, that is, after the two parties agree on the selling price of the supplier to the buyer, the buyer decides the selling price for resell to the customer.

3. Responsibilities of the buyer

The buyer should strive to promote the sales of products; provide publicity for customized products, and continue to provide products and services to meet customer needs.

4. Responsibilities of Suppliers

(1) The supplier shall produce, sell and supply products in accordance with the stipulations of this cooperation agreement and in accordance with the orders issued by the purchaser/designated customer.

(2) Any discontinuation and/or change of the product, including but not limited to product update, function addition or reduction, other improvements, research and development of new models and similar products, production and raw materials, raw material sources, origin, model, type, manufacturing process are collectively referred to as “changes in product specifications”. The supplier shall confirm with the purchaser in writing six months before the production stop/three months before the change, and can only execute it after obtaining the explicit instructions of the purchaser.

(3) For customized products, the supplier shall provide a one-year free warranty for the product from the time the product is delivered to the designated customer (if individual customers have agreed on a longer warranty period for the buyer, with the written consent of the supplier, the product can be guaranteed according to the customer requirements to increase the warranty period). However, if the product has hidden defects that are not found within the warranty period, the supplier shall immediately analyze the defective product after feedback from the buyer or the buyer’s customer. After the supplier confirms that the product is defective, it shall return and exchange the defective product in a timely manner without affecting the rights and interests of the buyer.

(4) Protection of the rights and interests of the buyer:

For chip products customized by the buyer, the supplier has no right to sell any third party other than the buyer.

5. Order

(1) All kinds of demand estimates, orders, proposals and other transactions put forward by the demander to the supplier at any time shall be made in writing. The supplier shall reply to the buyer in the same written form within two working days after the delivery of the demand estimate, order and proposal of the buyer, whether to accept or not. The supplier’s written response shall prevail. If the supplier fails to deliver the products to the buyer’s warehouse on time, which causes the buyer to delay delivery to the buyer/designated customer, the supplier shall issue a written explanation and explain to the buyer. However, if the above events occur due to factors attributable to the purchaser, the purchaser shall bear its own part of the responsibility.

(2) Before the supplier’s products have not been shipped to the buyer, the buyer may notify the supplier in writing to change or cancel the order for the products customized by the supplier for the buyer. The relevant restrictions are as follows:

1. Within 7 days before the supplier’s original delivery date: the buyer’s request for the supplier to change the delivery time requires the supplier’s consent.

2. Within the period from 8 days to 15 days before the supplier’s original delivery date: the buyer may request the supplier to postpone the delivery time.

3. When the buyer intends to cancel the order, the supplier will not accept the cancelled order due to the special customized products of the buyer.

The direct or indirect loss to the supplier caused by the change or cancellation of the order by the purchaser shall be borne by the purchaser.

(3) Minimum order quantity

The buyer customizes the wafer bare chip packaged chip products, and each order is not less than one product model original wafer (Wafer) (the wafer size and the number of die chips corresponding to each model are shown in the attachment [1] ]), due to the particularity of the bare wafers, the number of finished products for each wafer test is determined by the specific test results at the time of delivery, (the flat rate is ≤1.5%), and the payment amount will be refunded and made up.

6. Delivery

(1) The delivery conditions of this product are: Domestic freight to the place designated by the buyer. If there are other delivery conditions, the two parties will negotiate separately.

(2) The delivery time shall be separately agreed by both parties in each order, and shall be delivered in the following ways:

1. According to the agreed delivery time, it will be delivered to the designated place agreed in the order.

2. Unless otherwise agreed by both parties, the shipping packaging should be in accordance with the shipping packaging standards required by the buyer.

3. Unless otherwise agreed by both parties, the interval between the manufacture date and the delivery date of each product delivered by the supplier shall not exceed one year.

4. The supplier should clearly know the content of the specifications of the buyer’s products before accepting the buyer’s order.

(3) The transportation, loading and unloading costs and transportation insurance of products in China shall be borne by the supplier. For example, the FOB Hong Kong supplier shall bear the customs declaration fee and customs declaration fee, and the supplier shall only bear the cost of the goods in Hong Kong entering the delivery place designated by the buyer. (In addition to shipping, do not pay any other fees, such as warehousing fees, etc.). The buyer agrees not to consider the supplier’s breach of contract if the loss of the product in transit is caused by the carrier’s problem and the supplier delays delivery. The supplier is responsible for the loss recovery in such cases, and the supplier is obliged to make up the products to the buyer as soon as possible.

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(4) The purchaser shall, within [seven] days after receiving the products delivered by the supplier, check the quantity and outer packaging of the products, and inform the supplier of the acceptance results. If the purchaser overdue the acceptance inspection or notified the acceptance result overdue, it is deemed that the purchaser has no objection to the supplier’s product quantity and outer packaging.

(5) Special agreement

Since the number of finished products of each die in the form of wafer die package is not equal, the supplier will notify the demander in writing after the actual delivery if it cannot be delivered according to the corresponding quantity of the order. Delivery quantity, the corresponding amount difference (calculated according to the order unit price) will be directly deducted from the corresponding amount in the next order. And on the 25th to 28th of each month, the reconciliation date with the buyer will be made. Failure to reconcile with the supplier within the time limit shall be deemed to have accepted the reconciliation notice from the supplier.

7. Payment

(1) The supplier only accepts: payment upon delivery.

(2) At any time, under any cooperation mode, if the supplier intends to increase the price of the product, the supplier shall notify the purchaser in writing 90 days before the change, which shall take effect, but shall not affect the quotation and the reply that the purchaser has provided to the customer. Customer’s order (the buyer is obliged to show the relevant certificate to the supplier).

8. Price Protection

Due to market or promotional factors, the supplier may notify the purchaser in writing at any time to lower the price of customized products from a specific date, and the purchaser may decide whether to adjust the market price at its own discretion after receiving the written notification from the supplier.

9. Inventory return and exchange processing

If the order issued by the buyer’s customer takes effect, if there is a dispute over intellectual property rights or product defects, defects or other rights or items, or when a dispute occurs, the supplier shall bear the corresponding losses, but the The party shall provide the supplier with necessary assistance to reduce or control the expansion of losses. Other matters not mentioned above shall be handled by the buyer.

10. Guarantee

(1) The supplier shall provide the chip products according to the specifications of the ordering party, and the supplier guarantees that the products provided to the buyer fully comply with the order and the specifications of the buyer. The supplier guarantees that the manufacturing and testing process of the ordered object is complete, reasonable, legal, and completed in accordance with the standard manufacturing testing and inspection process, and there is no product defect.

(2) The supplier guarantees that the customized products provided to the buyer, including but not limited to its production process, semi-finished products, packaging, etc., comply with any relevant laws and administrative regulations

(Including but not limited to the laws and regulations of the place of manufacture and the place of purchase, environmental protection regulations, regulations on the restriction of hazardous substances, etc.).

11. Intellectual Property Rights

(1) The supplier guarantees that any products provided to the buyer, including but not limited to its production process, semi-finished products, packaging, etc., have obtained the full power (including but not limited to intellectual property rights) of the supplier to fully perform the contract. Guarantee that the supplier is the only intellectual property right holder of the customized products, and has legal and valid intellectual property rights or has obtained authorization/reauthorization from the right holder to fully perform this cooperation agreement. Based on the above rights, the supplier is legally authorized and has Within the scope of fulfilling the purpose of this cooperation agreement, the purchaser and the purchaser’s customers are authorized to complete the right to sell and use customized products. This right is not subject to any restrictions and has the ability to fully perform this cooperation agreement.

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(2) When the buyer or the client of the buyer is claimed by a third party to infringe intellectual property rights due to the sale of this product or is involved in litigation/arbitration/other administrative claims, the buyer should notify the supplier, and the supplier will actively assist the buyer and provide for the needs of the buyer. The buyer and the buyer of the buyer are excluded from the infringement. If the buyer or the buyer of the buyer suffers any damage, the supplier shall be fully liable for damages(including but not limited to compensation for litigation fees, attorney fees, investigation fees, settlement money, authorization fees, etc.). For customized products that are likely to infringe, if the customer of the purchaser requests to return the product or refuses to accept the product or the purchaser evaluates that it may cause other damages, the purchaser has the right to claim the product to the supplier for return, or/and terminate or cancel the corresponding order.

12. Trademark use

The buyer may only use the buyer’s registered or unregistered trademarks, trade names, emblems, logos or other exclusive signs for product-related sales, and the supplier shall not use the buyer’s trademarks for other purposes.

13. Confidentiality obligations

Neither party shall disclose or provide to a third party all confidential data, documents or items that it knows/obtains from the other party due to the performance of this cooperation agreement, or uses it for purposes other than those stipulated in this cooperation agreement.

The party that violates the provisions of this article shall bear various civil and criminal responsibilities for leaking secrets in accordance with the law, and compensate the other party for the damages caused thereby. The confidentiality obligations in this article remain valid after the expiration or termination of this cooperation agreement.

14. Terms of Breach

Either party shall compensate the other party for any loss caused to the other party (such as property damage or personal injury, as well as various direct or indirect damages, or possible claims for damages to a third party) due to violation of this cooperation agreement. The losses suffered due to such breach of contract and the expenses incurred by the other party to realize the claims (including but not limited to the litigation fees, attorney fees, assessment fees, notary fees, auction fees, execution fees, etc.)

15. Validity period of the cooperation agreement

This cooperation agreement will come into effect on the date of signing by both parties and will expire on January 1, 2024. If either party fails to express its intention not to renew the contract 90 days before the expiration of this cooperation agreement, this cooperation agreement will be automatically renewed for one year, and the same will be true when it expires again.

16. Termination clause

(1) Arbitrary termination

Either party may notify the other party 90 days in advance to terminate this cooperation agreement in advance.

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(2) Termination of breach of contract

When either party to this cooperation agreement violates this cooperation agreement, the other party signs a reasonable period (not less than 30 days) to urge the defaulting party to improve. If the defaulting party does not improve or cannot improve, the other party may terminate this contract.

17. Other general provisions

(1) Both parties guarantee that they have obtained the complete ability to sign this cooperation agreement. After the signing of this cooperation agreement, all purchases of customized products by the buyer from the supplier, as well as the conditions listed in the product order of the buyer, are all applicable to the provisions of this cooperation agreement.

(2) The rights and obligations of both parties are implemented in accordance with the relevant terms of this cooperation agreement, and the two parties will not form a joint venture, joint venture, partnership, employment or other legal relationship.

(3) Applicable law and competent court: Matters not covered in this cooperation agreement and the interpretation of the cooperation agreement shall be handled in accordance with the relevant laws of the People’s Republic of China. Both parties agree that any disputes and lawsuits arising from this cooperation agreement can be submitted to Fuzhou Intermediate The people’s court filed a lawsuit.

(4) The title and terminology of the terms of this cooperation agreement are only to facilitate the two parties to reach an agreement in this cooperation agreement. The interpretation of this cooperation agreement shall be based on the substantial rights and obligations of the two parties in this cooperation agreement.

(5) Notice and Delivery: Any notice or other communication stipulated in this Agreement shall be delivered by the notifier in person or by fax (the original must be delivered to the other party by registered mail or express delivery), or by registered mail or express delivery. to the addresses specified in this Agreement by the parties.

Notices or other communications shall be deemed received when:

1. If it is delivered in person, it shall be deemed delivered when it is delivered to the address specified in the preceding paragraph;

2. If sent by fax, the full text shall be deemed to have been delivered when it is clearly received;

3. If it is sent by registered mail or express delivery, it shall be deemed to have been delivered on the next day after the date recorded in the mailing slip kept by the sender.

(6) Transfer of rights and obligations: The rights and interests in this cooperation agreement and the cooperation agreement shall not be transferred or assigned without the prior written consent of the other party. However, the rights and obligations shall continue to be valid for the heirs, successors, surviving companies and newly established companies of any party to this cooperation agreement.

(7) Number of copies of the cooperation agreement: The original copy of this cooperation agreement is in two copies, and each party holds one copy as proof.

Supplier: Xiamen Yixinyuan Semiconductor Technology Co., Ltd.

Name of legal representative: Jinghu Li

Taxpayer identification number: 91350200MA345K729c

Contact address: Unit 402, No. 1736 Gangzhong Road, Xiamen Area, North District, China (Fujian) Pilot Free Trade Zone

Fax: 0086-591-88048582

Buyer: Shenzhen Xinsheng Technology Co., Ltd.

Name of legal representative: Xiaobin Zhan 

Taxpayer identification 91440300MA5DR6KY7F 

Contact address: 7A, 7th Floor, Nanhang Building, High-tech Park, Nanshan District, Shenzhen

Fax: 0755-86250155

January 1, 2019

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EX-21.1

Exhibit 21.1

SUBSIDIARIES OF AND CONSOLIDATED ENTITIES OF

WUXIN TECHNOLOGY HOLDINGS, INC.

As of June 30, 2021*

Name of Subsidiary	Jurisdiction of Incorporation or Organization	Incorporation Time
Wuxin Technology Holdings Group Limited	Hong Kong	July 5, 2021
Shenzhen Wuxin Technology Holding Co., Ltd.	People’s Republic of China	August 10, 2021
Shenzhen Wuxin Technology Holding Group Co., Ltd.	People’s Republic of China	May 17, 2005
Shenzhen VLG Wireless Technology Co., Ltd.	People’s Republic of China	October 24, 2005
Shenzhen TBIT Technology Co., Ltd.	People’s Republic of China	June 29, 2007
Shenzhen Yitianxin Electronics Co., Ltd.	People’s Republic of China	June 14, 2013
Zhongyitong Technology Co., Ltd.	People’s Republic of China	September 8, 2016
Shenzhen Xinsheng Technology Co., Ltd.	People’s Republic of China	December 23, 2016

* Other subsidiaries and consolidated entities of Wuxin Technology Holdings, Inc. have been omitted because, in the aggregate, they would not be a “significant subsidiary” as defined in rule 1-02(w) of Regulation S-X as of the end of the fiscal year covered by this report.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 28, 2022, with respect to the consolidated financial statements of Wuxin Technology Holdings, Inc. , for the years ended June 30, 2021 and 2020, in this Registration Statement on Form F-1 of Wuxin Technology Holdings, Inc. and the related Prospectus of Wuxin Technology Holdings, Inc. filed with the Securities and Exchange Commission.

/s/ TPS Thayer, LLC

TPS Thayer, LLC

Sugar Land, Texas

March 28, 2022

EX-99.5

Exhibit 99.5

CONSENT OF SHAOMEI ZHANG

Wuxin Technology Holdings, Inc. (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee.

Dated: March 28, 2022

/s/ Shaomei Zhang

Shaomei Zhang

EX-99.6

Exhibit 99.6

CONSENT OF ZHIYONG LIU

Wuxin Technology Holdings, Inc. (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee.

Dated: March 28, 2022

/s/ Zhiyong Liu

Zhiyong Liu

EX-99.7

Exhibit 99.7

CONSENT OF HUI JOSEPH ZOU

Wuxin Technology Holdings, Inc. (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee.

Dated: March 28, 2022

/s/ Hui Joseph Zou

Hui Joseph Zou

EX-99.8

Exhibit 99.8

CONSENT OF FEI CHEN

Wuxin Technology Holdings, Inc. (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee.

Dated: March 28, 2022

/s/ Fei Chen

Fei Chen

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

F-1
(Form Type)

Wuxin Technology Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered		Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price(1)		Fee Rate		Amount of Registration Fee		Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial effective date	Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid	Equity	Ordinary Shares	457(o)		6,900,000(2)	$	6.00	$	41,400,000		.0000927	$	3,837.78
Carry Forward Securities
Carry Forward Securities
	Total Offering Amounts							$	41,400,000			$	3,837.78
	Total Fees Previously Paid											$
	Total Fee Offsets												-
	Net Fee Due											$	3,837.78

⁽¹⁾ Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act.

⁽²⁾ Includes 900,000 Class A Ordinary Shares issuable upon the exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.