GCGJ

The departure of a target’s key personnel could negatively impact on the operations and prospects of our post-combination business.
Accordingly, our shareholders will be relying almost exclusively on the judgement of our board of director (“Board”) and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination.
At the present time, we have not entered into monopoly agreements prohibited by the Anti-Monopoly Law with competing business operators.
The annual rate of growth declined from 7.3% in 2014 to 6.9% in 2015, to 6.7% in 2016, to 6.9% in 2017, to 6.6% in 2018, and to 6.1% in 2019, 2.3% in 2020, increased to 8.45% in 2021, then declined to 3.1% in 2022, increased to 5.4% in 2023 then declined to 5% both in 2024 and 2025.
In the normal course of our business, we may make loans to our target PRC subsidiaries or may make additional capital contributions to our target PRC subsidiaries.
For example, loans by us to our target FIE subsidiaries in China to finance their activities cannot exceed statutory limits and must be registered with SAFE.
Cash or other assets may be transferred to us from our subsidiaries in the following manner: (i) funds from our operating subsidiaries to WFOEs may be remitted as services fees, dividends or other distributions; and (ii) WFOEs may make dividends or other distributions to us through our target subsidiaries.
In addition, each of our target subsidiaries 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 reaches 50% of its registered capital.
Each of our target subsidiaries in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors.
Furthermore, if our target subsidiaries in the PRC incur any debts, the existence of debts evidenced by the debt instruments may significantly limit their ability to pay dividends or make other payments.
If we are unable to receive earnings distributions from our target subsidiaries in China, we would be unable to pay dividends on our shares.
The declaration of future dividends, if any, will be at the discretion of our board of director and will depend upon our future operations and earnings, capital requirements, general financial conditions, legal and contractual restrictions and other factors that our board of directors may deem relevant.
Future sales of substantial amounts of our shares of our Common Stock by existing shareholders could adversely affect the price of our Common Stock.

Gone since FY2024

The departure of a target’s key personnel could negatively impact the operations and prospects of our post-combination business.
Accordingly, our shareholders will be relying almost exclusively on the judgement of our board of directors (“Board”) and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination.
At the present time, we have relatively small-scale supply chain platform operations based on our market share in our product markets and other factors.
We are not an operator with a dominant market position, and our operating activity cannot constitute an anti-monopoly behavior that abuses our dominant market position.
We have not entered into monopoly agreements prohibited by the Anti-Monopoly Law with competing business operators.
Pursuant to the Revised Cybersecurity Measures, we don’t believe we will be subject to the cybersecurity review by the CAC, given that (i) our online platform business just start up, we possess personal information of a very small number of users (less than 100 users) in our business operations as of the date of this report, significantly less than the one million user threshold set for a data processing operator applying for listing on a foreign exchange that is required to pass such cybersecurity review; and (ii) data processed in our business does not have a bearing on national security and thus shall not be classified as core or important data by the authorities.
We don’t believe that we are an Operator within the meaning of the Revised Cybersecurity Measures, nor do we control more than one million users’ personal information, and as such, we should not be required to apply for a cybersecurity review under the Revised Cybersecurity Measures.
However, there remains uncertainty as to how the Revised Measures for Cybersecurity Review, may be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new rules and regulations related to the Revised Cybersecurity Measures.
For example, there is still no clear definition of “online platform operator”.
Whether the data processing activities carried out by traditional enterprises (such as food, medicine, automobile and other production enterprises) are subject to such review and the scope of the review remains to be further clarified by the regulatory authorities in the subsequent implementation process.
If any new laws, regulations, implementation measures or interpretation are adopted, we may need to take further action and invest resources to comply with such new rules and to minimize any potential negative effects on us.
In addition, if the number of our online platform users increases to a level close to one million, we would expect to prepare for the required cybersecurity review procedure and approval from the PRC government.
The annual rate of growth declined from 7.3% in 2014 to 6.9% in 2015, to 6.7% in 2016, to 6.9% in 2017, to 6.6% in 2018, and to 6.1% in 2019, 2.3% in 2020, increased to 8.45% in 2021, then declined to 3.1% in 2022, increased to 5.4% in 2023 then declined to 5% in 2024.
In the normal course of our business, we may make loans to our PRC subsidiaries or may make additional capital contributions to our PRC subsidiaries.
For example, loans by us to our FIE subsidiaries in China to finance their activities cannot exceed statutory limits and must be registered with SAFE.
Cash or other assets may be transferred to us from our subsidiaries in the following manner: (i) funds from our operating subsidiaries to WFOEs may be remitted as services fees, dividends or other distributions; and (ii) WFOEs may make dividends or other distributions to us through our Hong Kong subsidiaries.
In addition, each of our subsidiaries 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 reaches 50% of its registered capital.
Each of our subsidiaries in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors.
Furthermore, if our subsidiaries in the PRC incur any debts, the existence of debts evidenced by the debt instruments may significantly limit their ability to pay dividends or make other payments.
If we are unable to receive earnings distributions from our operating subsidiaries in China, we would be unable to pay dividends on our shares.
The declaration of future dividends, if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements, general financial conditions, legal and contractual restrictions and other factors that our board of directors may deem relevant.
Future sales of substantial amounts of the shares of our Common Stock by existing shareholders could adversely affect the price of our Common Stock.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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